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What changed in BOISE CASCADE Co's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of BOISE CASCADE Co's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+330 added−359 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-20)

Top changes in BOISE CASCADE Co's 2024 10-K

330 paragraphs added · 359 removed · 283 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

73 edited+15 added−36 removed35 unchanged
Biggest changeName Age Position Executive Officers: Nate Jorgensen 59 Chief Executive Officer Kelly Hibbs 57 Senior Vice President, Chief Financial Officer, and Treasurer Mike Brown 62 Executive Vice President, Wood Products (retiring effective May 3, 2024) Jeff Strom 56 Executive Vice President, Building Materials Distribution Jill Twedt 44 Senior Vice President, General Counsel and Secretary Key Management: Joanna Barney 50 Senior Vice President, Western Operations, Building Materials Distribution Tom Hoffmann 65 Senior Vice President of Purchasing, Building Materials Distribution (retiring effective March 1, 2024) Robert Johnson 59 Senior Vice President, Engineered Wood Products Sales and Marketing, Wood Products Troy Little 56 Senior Vice President, Finance and Commodity Sales, Wood Products (Executive Vice President, Wood Products, effective February 19, 2024) Erin Nuxoll 64 Senior Vice President, Human Resources (retiring effective May 3, 2024) Chris Seymour 52 Senior Vice President, Manufacturing Operations, Wood Products Jim Wickham 58 Senior Vice President, Eastern Operations, Building Materials Distribution Nathan Sikes 43 Vice President, Sales and Marketing, Building Materials Distribution Nate Jorgensen, Chief Executive Officer Mr.
Biggest changeName Age Position Executive Officers: Nate Jorgensen 60 Chief Executive Officer Jeff Strom 57 Chief Operating Officer Kelly Hibbs 58 Senior Vice President, Chief Financial Officer, and Treasurer Joanna Barney 51 Executive Vice President, Building Materials Distribution Troy Little 57 Executive Vice President, Wood Products Jill Twedt 45 Senior Vice President, General Counsel and Corporate Secretary Key Management: Robert Johnson 60 Senior Vice President, Engineered Wood Products Sales and Marketing, Wood Products Chris Seymour 53 Senior Vice President, Manufacturing Operations, Wood Products Jim Wickham 59 Senior Vice President, Eastern Operations, Building Materials Distribution Angella Broesch 48 Vice President, Human Resources Chris Forrey 49 Vice President, Finance and Investor Relations Nathan Sikes 44 Vice President, Sales and Marketing, Building Materials Distribution Nate Jorgensen, Chief Executive Officer Mr.
The building materials distribution markets in which we operate are highly fragmented, and we compete in each of our geographic and product markets with national, regional, and local distributors. Our wholesale distribution competitors include BlueLinx Holdings Inc., Specialty Building Products Inc., Weyerhaeuser Company, Dixie Plywood and Lumber, OrePac, Woodgrain Inc., and Capital Lumber, among others.
The building materials distribution markets in which we operate are fragmented, and we compete in each of our geographic and product markets with national, regional, and local distributors. Our wholesale distribution competitors include BlueLinx Holdings Inc., Specialty Building Products Inc., Weyerhaeuser Company, Dixie Plywood and Lumber, OrePac, Woodgrain Inc., and Capital Lumber, among others.
Customers Our customer relationships range from locally owned single-location facilities to large national dealers and home improvement centers across the U.S., with Builders FirstSource and Home Depot being our largest customers. Substantially all sales to Builders FirstSource were recorded in our BMD segment, and sales to Home Depot were recorded in our BMD and Wood Products segments.
Customers Our customer relationships range from locally owned single-location facilities to large national dealers and home improvement centers across the U.S. and Canada, with Builders FirstSource and Home Depot being our largest customers. Substantially all sales to Builders FirstSource were recorded in our BMD segment, and sales to Home Depot were recorded in our BMD and Wood Products segments.
In our Wood Products segment, we manufacture laminated veneer lumber (LVL), I-joists, and laminated beams, which are collectively referred to as EWP. In addition, we manufacture structural, appearance, and industrial plywood panels, and ponderosa pine lumber.
In our Wood Products segment, we manufacture laminated veneer lumber (LVL), I-joists, and laminated beams, which are collectively referred to as EWP. In addition, we manufacture structural, appearance, and industrial grade plywood panels, and ponderosa pine lumber.
Drivers of new residential construction, residential repair-and-remodeling activity, and light commercial construction include new household formation, the age of the housing stock, availability of credit and other macroeconomic factors, such as GDP growth, population growth and migration, interest rates, employment, and consumer sentiment. 3 Table of Contents The map below presents our network of manufacturing and distribution facilities.
Drivers of new residential construction, residential repair-and-remodeling activity, and light commercial construction include new household formation, the age of the housing stock, availability of credit and other macroeconomic factors, such as GDP growth, population growth and migration, interest rates, employment, and consumer sentiment. 2 Table of Contents The map below presents our network of manufacturing and distribution facilities.
Her previous positions include: • Vice President, General Counsel, and Secretary, January 2019 - October 2020 • Vice President, Legal and Secretary, August 2017 - January 2019 • Associate General Counsel, July 2007 - August 2017 Ms.
Her previous positions include: • Vice President, General Counsel, and Corporate Secretary, January 2019 - October 2020 • Vice President, Legal and Corporate Secretary, August 2017 - January 2019 • Associate General Counsel, July 2007 - August 2017 Ms.
BMD continues to increase the proportion of its sales attributable to general line and EWP as those products carry a higher and more stable margin profile than commodities. The chart below reflects BMD's sales mix by product for the year ended December 31, 2023.
BMD continues to increase the proportion of its sales attributable to general line and EWP as those products carry a higher and more stable margin profile than commodities. The chart below reflects BMD's sales mix by product for the year ended December 31, 2024.
Our EWP facilities use parallel-laminated veneer panels and veneer sheets produced by our facilities, as well as lumber, OSB, and veneer sheets purchased from third parties, to manufacture LVL, I-joists, and laminated beams. Our EWP, plywood, and veneer facilities use Douglas fir, white woods, and pine logs as raw materials.
Our EWP facilities use PLV panels and veneer sheets produced by our facilities, as well as lumber, OSB, and veneer sheets purchased from third parties, to manufacture LVL, I-joists, and laminated beams. Our EWP, plywood, and veneer facilities use Douglas fir, white woods, and pine logs as raw materials.
Sikes received a bachelor’s degree in Business Administration from the University of Texas Arlington, Arlington, TX.
Sikes received a bachelor’s degree in Business Administration from the University of Texas at Arlington, Arlington, TX.
His previous positions with the company include: • Vice President, General Manager Eastern Operations, Building Materials Distribution, January 2020 - March 2021 • General Manager, Eastern Region, Building Materials Distribution, May 2019 - January 2020 • Region Manager, Building Materials Distribution, November 2015 - May 2019 • Branch Manager, Building Materials Distribution, September 2008 - November 2015 Mr.
His previous positions with the company include: • Executive Vice President, Building Materials Distribution, March 2021 - January 2025 • Vice President, General Manager Eastern Operations, Building Materials Distribution, January 2020 - March 2021 • General Manager, Eastern Region, Building Materials Distribution, May 2019 - January 2020 • Region Manager, Building Materials Distribution, November 2015 - May 2019 • Branch Manager, Building Materials Distribution, September 2008 - November 2015 Mr.
Our log requirements and our access to supply, as well as the cost of obtaining logs, are subject to change based on, among other things, the availability of logs in each of our operating areas, our operating schedules, competition from other manufacturers, the effect of governmental laws and regulations, impacts of weather or fire on log availability, and the status of 10 Table of Contents environmental appeals.
Our log requirements and our access to supply, as well as the cost of obtaining logs, are subject to change based on, among other things, the availability of logs in each of our operating areas, our operating schedules, competition from other manufacturers, the effect of governmental laws and regulations, impacts of weather or fire on log availability, and the status of environmental appeals.
These seasonal factors are common in the building products industry. For further information, see "Seasonal Influences" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. 14 Table of Contents Trademarks We maintain many trademarks for our manufactured wood products, particularly EWP.
These seasonal factors are common in the building products industry. For further information, see "Seasonal Influences" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. Trademarks We maintain many trademarks for our manufactured wood products, particularly EWP.
His previous positions with the company include: • Vice President of Engineered Wood Products Sales and Marketing, Wood Products, January 2020 - February 2022 • Director of Engineered Wood Products, March 2019 - January 2020 • Business Optimization Manager, Wood Products, May 2017 - March 2019 • Region Manager, Wood Products, February 2016 - May 2017 • Business Optimization Manager, Wood Products, March 2015 - February 2016 • Business Optimization Engineer, Wood Products, October 2014 - March 2015 Mr.
His previous positions with the company include: • Vice President of Engineered Wood Products Sales and Marketing, Wood Products, January 2020 - February 2022 • Director of Engineered Wood Products, March 2019 - January 2020 • Business Optimization Manager, Wood Products, May 2017 - March 2019 • Region Manager, Wood Products, February 2016 - May 2017 • Business Optimization Manager, Wood Products, March 2015 - February 2016 15 Table of Contents • Business Optimization Engineer, Wood Products, October 2014 - March 2015 Mr.
Approximately 90% of our log supply in 2023 was supplied through purchases from private landowners or through dealers. We also bid in auctions conducted by federal, state, and local authorities for the purchase of logs, generally at fixed prices, under contracts with terms of generally one to three years.
Approximately 89% of our log supply in 2024 was supplied through purchases from private landowners or through dealers. We also bid in auctions conducted by federal, state, and local authorities for the purchase of logs, generally at fixed prices, under contracts with terms of generally one to three years.
OSB accounted for approximately 5% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2023. OSB is a commodity, and prices have been historically volatile in response to industry capacity and operating rates, inventory levels in various distribution channels, and seasonal demand patterns.
OSB accounted for approximately 6% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2024. OSB is a commodity, and prices have historically been volatile in response to industry capacity and operating rates, inventory levels in various distribution channels, and seasonal demand patterns.
For additional information related to customers of our Wood Products and BMD segments, see the "Sales, Marketing, and Distribution" sections above. Competition Wood Products. The wood products manufacturing markets in which we operate are large and highly competitive.
For additional information related to customers of our Wood Products and BMD segments, see the "Sales, Marketing, and Distribution" sections above. 11 Table of Contents Competition Wood Products. The wood products manufacturing markets in which we operate are large and highly competitive.
Our manufacturing facilities are located in close proximity to active wood fiber markets. Logs comprised approximately 80% of our wood fiber costs during 2023, and we satisfy our log requirements through a combination of purchases under supply agreements, open-market purchases, and purchases pursuant to contracts awarded under public auctions.
Our manufacturing facilities are located in close proximity to active wood fiber markets. Logs comprised approximately 78% of our wood fiber costs during 2024, and we satisfy our log requirements through a combination of purchases under supply agreements, open-market purchases, and purchases pursuant to contracts awarded under public auctions.
His previous positions with the company include: • Vice President, Finance & Commodity Sales, Wood Products, May 2022 - October 2023 • Director of Finance & Commodity Sales, Wood Products, May 2020 - May 2022 • Financial Manager, Wood Products, May 2018 - May 2020 • Division Controller, Wood Products, October 2016 - May 2018 Mr.
His previous positions with the company include: • Senior Vice President, Finance & Commodity Sales, Wood Products, October 2023 - February 2024 • Vice President, Finance & Commodity Sales, Wood Products, May 2022 - October 2023 • Director of Finance & Commodity Sales, Wood Products, May 2020 - May 2022 • Financial Manager, Wood Products, May 2018 - May 2020 • Division Controller, Wood Products, October 2016 - May 2018 Mr.
Environmental Boise Cascade recognizes that the weight of scientific evidence indicates a changing climate associated with increasing carbon dioxide in the atmosphere, and uses the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) for guidance in tracking and communicating our position and performance on climate-related matters.
Environmental Boise Cascade recognizes that the weight of scientific evidence indicates a changing climate associated with increasing carbon dioxide in the atmosphere and uses the Task Force on Climate-Related Financial Disclosures (TCFD) framework for communicating our position and performance on climate-related matters.
His previous positions with the company include: • Director of Sales and Marketing, Building Materials Distribution, December 2022 - October 2023 • Region Manager, Building Materials Distribution, January 2022 - December 2022 • Branch Manager, Building Materials Distribution, February 2019 - January 2022 • Sales Manager, Building Materials Distribution, January 2014 - February 2019 Mr.
His previous positions with the company include: • Director of Sales and Marketing, Building Materials Distribution, December 2022 - October 2023 • Region Manager, Building Materials Distribution, January 2022 - December 2022 • Branch Manager, Building Materials Distribution, February 2019 - January 2022 16 Table of Contents • Sales Manager, Building Materials Distribution, January 2014 - February 2019 Mr.
His previous positions with the company include: 17 Table of Contents • Vice President of Manufacturing Operations, Wood Products, January 2020 - February 2022 • Director of Operations, Wood Products, February 2019 - January 2020 • Operations Manager, Wood Products, November 2017 - February 2019 • Area Manager, Wood Products, February 2015 - November 2017 Mr.
His previous positions with the company include: • Vice President of Manufacturing Operations, Wood Products, January 2020 - February 2022 • Director of Operations, Wood Products, February 2019 - January 2020 • Operations Manager, Wood Products, November 2017 - February 2019 • Area Manager, Wood Products, February 2015 - November 2017 Mr.
Her previous positions with the company include: • Vice President, Western Operations, Building Materials Distribution, May 2022 - October 2023 • General Manager, Western Operations, Building Materials Distribution, September 2021 - May 2022 • Branch Manager, Building Materials Distribution, September 2015 - September 2021 Ms.
Her previous positions with the company include: • Senior Vice President, Western Operations, Building Materials Distribution, October 2023 - February 2025 • Vice President, Western Operations, Building Materials Distribution, May 2022 - October 2023 • General Manager, Western Operations, Building Materials Distribution, September 2021 - May 2022 • Branch Manager, Building Materials Distribution, September 2015 - September 2021 Ms.
Wood fiber is the primary raw material used in our Wood Products operations, and our primary source of wood fiber is logs. For the year ended December 31, 2023, wood fiber accounted for approximately 40% of materials, labor, and other operating expenses (excluding depreciation) in our Wood Products segment.
Wood fiber is the primary raw material used in our Wood Products operations, and our primary source of wood fiber is logs. For the year ended December 31, 2024, wood fiber accounted for approximately 39% of materials, labor, and other operating expenses (excluding depreciation) in our Wood Products segment.
We believe that our national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price and term arrangements and offer excellent customer service on leading brands in the building materials industry. We also believe our broad product line provides our customers with an efficient, one-stop resource for their building materials needs.
We believe that our national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price, terms, and supply arrangements on leading brands in the building materials industry. We also believe our broad product line provides our customers with an efficient, one-stop resource for their building materials needs.
The following table sets forth segment sales, segment income, depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated: Year Ended December 31 2023 2022 2021 2020 2019 (millions) Segment sales (a) $ 1,932.6 $ 2,115.9 $ 1,970.8 $ 1,323.9 $ 1,275.2 Segment income (b) $ 337.1 $ 575.2 $ 531.2 $ 127.7 $ 54.2 Segment depreciation and amortization (b) 98.7 73.3 55.2 71.1 57.7 Segment EBITDA (c) $ 435.8 $ 648.5 $ 586.5 $ 198.9 $ 111.9 _______________________________________ (a) Segment sales are calculated before elimination of sales to our BMD segment.
The following table sets forth segment sales, segment income, depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated: Year Ended December 31 2024 2023 2022 2021 2020 (millions) Segment sales (a) $ 1,832.3 $ 1,932.6 $ 2,115.9 $ 1,970.8 $ 1,323.9 Segment income (b) $ 231.5 $ 337.1 $ 575.2 $ 531.2 $ 127.7 Segment depreciation and amortization (b) 93.2 98.7 73.3 55.2 71.1 Segment EBITDA (c) $ 324.7 $ 435.8 $ 648.5 $ 586.5 $ 198.9 _______________________________________ (a) Segment sales are calculated before elimination of sales to our BMD segment.
In 2023, we began implementation of technology tools to collect material Scope 1 and Scope 2 greenhouse gas (GHG) emissions data, which will further enhance our ability to track and report on climate-related issues. This is an important step in understanding the emissions impact of our operations and allows for future enhancement of reporting metrics in the TCFD framework.
We have implemented technology tools to collect material Scope 1 and Scope 2 greenhouse gas (GHG) emissions data, which further enhances our ability to track and report on climate-related issues. This is an important step in understanding the emissions impact of our operations and allows for future enhancement of reporting metrics in the TCFD framework.
The commercial construction segment is a particular area of focus for us, given we have limited penetration in that space today, and recent changes in building codes that allow for the use of mass timber in tall wood structures provide further opportunity.
In Wood Products, these opportunities include the development of new products for commercial construction applications. The commercial construction segment of the market is a particular area of focus for us, given we have limited penetration in that space today, and recent changes in building codes that allow for the use of mass timber in tall wood structures provide further opportunity.
Except for EWP, we purchase most of these building materials from a broad base of third-party suppliers ranging from large manufacturers, such as Canfor, Commercial Metals Company, Hampton Lumber, Huber Engineered Woods, James Hardie Building Products, Louisiana-Pacific, Therma-Tru Doors, Trex Company and West Fraser, to small regional producers. Substantially all of our EWP is sourced from our Wood Products segment.
Except for EWP, we purchase most of these building materials from a broad base of third-party suppliers ranging from large manufacturers, such as Canfor, Commercial Metals Company, Hampton Lumber, Hoover Treated Wood Products, Huber Engineered Woods, James Hardie Building Products, JELD-WEN, Louisiana-Pacific, Steves & Sons, Therma-Tru Doors, Trex Company and West Fraser, to small regional producers.
The following table sets forth the annual capacity, production volumes, and sales volumes of our principal products for the periods indicated: Year Ended December 31 2023 2022 2021 2020 2019 (millions) Capacity (a) LVL (cubic feet) (b) 34.6 34.6 34.0 34.0 34.0 Plywood and Parallel Laminated Veneer (PLV) (sq. ft.) (3/8" basis) (c)(d) 2,735 2,735 2,230 2,230 2,230 Production Volumes LVL (cubic feet) (b) 25.2 26.7 29.3 26.0 25.6 I‑joists (equivalent lineal feet) (b) 215 233 295 237 215 Plywood and PLV (sq. ft.) (3/8" basis) (c) 1,945 1,753 1,727 1,637 1,668 Sales Volumes LVL (cubic feet) (e) 17.4 17.6 18.2 17.3 17.9 I-joists (equivalent lineal feet) 220 229 290 241 227 Plywood (sq. ft.) (3/8" basis) (f) 1,599 1,319 1,259 1,253 1,337 _______________________________________ (a) Estimated annual capacity at the end of each year based on machinery capabilities. 9 Table of Contents (b) During the years presented above, approximately one-third of the LVL we produced was utilized internally to produce I-joists.
The following table sets forth the annual capacity, production volumes, and sales volumes of our principal products for the periods indicated: Year Ended December 31 2024 2023 2022 2021 2020 (millions) Capacity (a) LVL (cubic feet) (b) 36.3 34.6 34.6 34.0 34.0 Plywood and Parallel Laminated Veneer (PLV) (sq. ft.) (3/8" basis) (c)(d) 2,725 2,735 2,735 2,230 2,230 Production Volumes LVL (cubic feet) (b) 29.1 25.2 26.7 29.3 26.0 I‑joists (equivalent lineal feet) (b) 234 215 233 295 237 Plywood and PLV (sq. ft.) (3/8" basis) (c) 1,988 1,945 1,753 1,727 1,637 Sales Volumes LVL (cubic feet) (e) 19.4 17.4 17.6 18.2 17.3 I-joists (equivalent lineal feet) 234 220 229 290 241 Plywood (sq. ft.) (3/8" basis) (f) 1,517 1,599 1,319 1,259 1,253 _______________________________________ (a) Estimated annual capacity at the end of each year based on machinery capabilities.
Innovation efforts within our Wood Products segment are also focused on identifying process and cost efficiency improvement opportunities, some of which include automated packaging, asset monitoring applications for predictive 8 Table of Contents maintenance, and the use of artificial intelligence to classify and identify opportunities in safety.
Innovation efforts within our Wood Products segment are also focused on identifying process and cost efficiency improvement opportunities, some of which include automated packaging, asset monitoring applications for predictive maintenance, and the use of artificial intelligence to classify and identify opportunities in safety. We use process improvement and machine reliability methodologies to continuously refine and improve our operations and processes.
(c) Segment EBITDA is calculated as segment income before depreciation and amortization. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a non-GAAP measure. Facilities Our Wood Products segment operates five EWP facilities.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a non-GAAP measure. Facilities Our Wood Products segment operates five EWP facilities.
The introduction of new products is primarily driven by customer demand or product extensions originating from our vendors. We believe our long-standing customer and vendor relationships allow us to respond to customer feedback and introduce new products more rapidly. Broadening our product offering also helps us drive additional products through our distribution system, thereby increasing our scale and efficiency.
We believe our long-standing customer and vendor relationships allow us to respond to customer feedback and introduce new products more rapidly. Broadening our product offering also helps us drive additional products through our distribution system, thereby increasing our scale and efficiency.
Hoffmann received a bachelor's degree in Business from the University of Idaho, Moscow, ID, with a dual major in marketing and management. Robert Johnson, Senior Vice President, Engineered Wood Products Sales & Marketing, Wood Products Mr. Johnson was appointed the company's senior vice president of engineered wood products sales and marketing, Wood Products, in February 2022.
Twedt received a bachelor's degree in Political Science from the College of Idaho, Caldwell, ID and a law degree from the University of Idaho, Moscow, ID. Robert Johnson, Senior Vice President, Engineered Wood Products Sales & Marketing, Wood Products Mr. Johnson was appointed the company's senior vice president of engineered wood products sales and marketing, Wood Products, in February 2022.
Our products are used in the construction of new residential housing, including single-family, multi-family, and manufactured homes, the repair-and-remodeling of existing housing, the construction of light industrial and commercial buildings, and other industrial applications. 11 Table of Contents The following table lists our product line sales mix for the periods indicated: Year Ended December 31 2023 2022 2021 2020 2019 (percentage of Building Materials Distribution sales) Commodity 37.8 % 44.9 % 51.6 % 46.6 % 41.7 % General line 39.5 % 33.3 % 30.2 % 35.6 % 38.2 % Engineered wood products 22.7 % 21.8 % 18.2 % 17.8 % 20.1 % The following table sets forth segment sales, income, depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated: Year Ended December 31 2023 2022 2021 2020 2019 (millions) Segment sales $ 6,178.7 $ 7,643.6 $ 7,174.3 $ 4,952.0 $ 4,137.7 Segment income $ 335.8 $ 627.1 $ 481.1 $ 247.5 $ 116.2 Segment depreciation and amortization 32.4 27.0 24.0 22.5 20.8 Segment EBITDA (a) $ 368.2 $ 654.1 $ 505.1 $ 270.0 $ 137.0 _______________________________________ (a) Segment EBITDA is calculated as segment income before depreciation and amortization.
The following table lists our product line sales mix for the periods indicated: Year Ended December 31 2024 2023 2022 2021 2020 (percentage of Building Materials Distribution sales) Commodity 35.8 % 37.8 % 44.9 % 51.6 % 46.6 % General line 42.4 % 39.5 % 33.3 % 30.2 % 35.6 % Engineered wood products 21.8 % 22.7 % 21.8 % 18.2 % 17.8 % The following table sets forth segment sales, income, depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated: Year Ended December 31 2024 2023 2022 2021 2020 (millions) Segment sales $ 6,166.5 $ 6,178.7 $ 7,643.6 $ 7,174.3 $ 4,952.0 Segment income $ 303.4 $ 335.8 $ 627.1 $ 481.1 $ 247.5 Segment depreciation and amortization 49.5 32.4 27.0 24.0 22.5 Segment EBITDA (a) $ 352.9 $ 368.2 $ 654.1 $ 505.1 $ 270.0 _______________________________________ (a) Segment EBITDA is calculated as segment income before depreciation and amortization.
Our sales force provides a variety of technical support services, including integrated design, engineering, product specification software, distributor inventory management software, and job-pack preparation systems. Sales of plywood are handled in multiple locations, with management located centrally at headquarters. In 2023, EWP and plywood accounted for 58% and 32%, respectively, of our Wood Products sales.
Our sales force spends a significant amount of time working with end customers who purchase our EWP. Our sales force provides a variety of technical support services, including integrated design, engineering, product specification software, distributor inventory management software, and job-pack preparation systems. Sales of plywood are handled in multiple locations, with management located centrally at headquarters.
In 2023, 78% and 42% of our Wood Products segment's EWP and plywood sales volumes, respectively, were to our BMD segment. Building Materials Distribution Products We sell a broad line of building materials, including OSB, plywood, and lumber (collectively commodities); general line items such as siding, composite decking, doors and millwork, metal products, roofing, and insulation; and EWP.
Building Materials Distribution Products We sell a broad line of building materials, including OSB, plywood, and lumber (collectively commodities); general line items such as siding, composite decking, doors and millwork, metal products, roofing, and insulation; and EWP.
Our Purpose and Values Purpose As a leading manufacturer and distributor of building materials, we bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time.
As a leading manufacturer and distributor of building materials, we bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time. Segment Overview Our two reportable segments, Wood Products and Building Materials Distribution, operate with a high degree of integration.
Human Capital Management Human capital management and our ability to attract, develop and retain talent that embraces our shared values of integrity, safety, respect, and pursuit of excellence have been and will continue to be critical to executing our previously described strategic objectives. 13 Table of Contents At Boise Cascade, the health and safety of our 7,300 employees is core to how we do business.
Human Capital Management Human capital management and our ability to attract, develop and retain talent that embraces our shared values of integrity, safety, respect, and pursuit of excellence have been and will continue to be critical to executing our previously described strategic objectives.
Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital. We have a large, decentralized sales force to support our suppliers and customers.
Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital. We have a large, decentralized sales force to support our suppliers and customers. Our sales force and product managers have local product knowledge and decision-making authority, which we believe enables them to optimize stocking, pricing, and product assortment decisions.
Hibbs was appointed the company's senior vice president, chief financial officer, and treasurer in May 2021. His previous positions with the company include: • Vice President and Controller, February 2011 - May 2021 • Director of Strategic Planning and Internal Audit, February 2008 - February 2011 Mr. Hibbs received a bachelor's degree in Accounting from Boise State University, Boise, ID.
His previous positions with the company include: • Vice President and Controller, February 2011 - May 2021 • Director of Strategic Planning and Internal Audit, February 2008 - February 2011 Mr. Hibbs received a bachelor's degree in Accounting from Boise State University, Boise, ID. He is a certified public accountant. Joanna Barney, Executive Vice President, Building Materials Distribution Ms.
Jorgensen received a bachelor's degree in Civil and Environmental Engineering from the University of Wisconsin and also attended the Tuck School of Business Executive Education Program, Dartmouth College, Hanover, NH. 15 Table of Contents Kelly Hibbs, Senior Vice President, Chief Financial Officer, and Treasurer Mr.
Jorgensen received a bachelor's degree in Civil and Environmental Engineering from the University of Wisconsin and also attended the Tuck School of Business Executive Education Program, Dartmouth College, Hanover, NH. Jeff Strom, Chief Operating Officer Mr. Strom was appointed the company's chief operating officer in January 2025.
Wickham received a bachelor’s degree in Business from Missouri State University, Springfield, MO. Nathan Sikes, Vice President, Sales and Marketing, Building Materials Distribution Mr. Sikes was appointed the company's vice president of sales and marketing, Building Materials Distribution, in October 2023.
Forrey received a bachelor's degree in Accounting and a master's degree in Taxation from Boise State University, Boise, ID. He is a certified public accountant. Nathan Sikes, Vice President, Sales and Marketing, Building Materials Distribution Mr. Sikes was appointed the company's vice president of sales and marketing, Building Materials Distribution, in October 2023.
Strom received a bachelor’s degree in Management from the Georgia Institute of Technology, Atlanta, GA. Jill Twedt, Senior Vice President, General Counsel, and Secretary Ms. Twedt was appointed the company's senior vice president, general counsel, and secretary in October 2020.
Little received a bachelor’s degree in Business Administration from the College of Idaho, Caldwell, ID. Jill Twedt, Senior Vice President, General Counsel, and Corporate Secretary Ms. Twedt was appointed the company's senior vice president, general counsel, and corporate secretary in October 2020.
These reports are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). The reference to our website address does not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document.
These reports are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC).
The majority of our wood products are sold to leading wholesalers (including our BMD segment), home improvement centers, dealers, and industrial converters in North America. Our BMD segment is our Wood Products segment's largest customer, representing approximately 66% of our Wood Products segment's overall sales in 2023.
In 2024, EWP and plywood accounted for 62% and 30%, respectively, of our Wood Products sales. The majority of our wood products are sold to leading wholesalers (including our BMD segment), home improvement centers, dealers, and industrial converters in North America.
We collect and report common lagging indicators of safety performance, and our safety programs include tools, training, and resources that allow us to collect, analyze, and share leading indicators of safety-related hazards broadly across our organization. We believe that our focus on leading indicators helps to prevent future incidents and injuries.
At Boise Cascade, the health and safety of our 7,560 employees is core to how we do business. We collect and report common lagging indicators of safety performance, and our safety programs include tools, training, and resources that allow us to collect, analyze, and share leading indicators of safety-related hazards broadly across our organization.
The contracts are generally with regional suppliers who agree to supply all of our needs for a certain raw material or energy within the applicable region. These contracts have terms of various lengths and typically contain price adjustment mechanisms that take into account changes in market prices.
The contracts are generally with regional suppliers who agree to supply all of our needs for a certain raw material or energy within the applicable region.
In 2023, we announced or completed capacity expansion projects in West Palm Beach, Florida; Marion, Ohio; and Medford, Oregon and we announced the relocation of our Lathrop, California BMD distribution center to Modesto, California. We also made progress on greenfield distribution centers in Texas and South Carolina, which we expect will be complete in 2025 and 2026, respectively.
In 2023, we announced or completed capacity expansion projects in West Palm Beach, Florida; Marion, Ohio; and Medford, Oregon and we announced the relocation of our Lathrop, California distribution center to Modesto, California. In 2022, we completed capacity expansion projects in Minneapolis, Minnesota and Cincinnati, Ohio.
(b) The year ended December 31, 2023 includes $6.2 million of accelerated depreciation related to the indefinite curtailment of lumber production at our Chapman, Alabama facility. The year ended December 31, 2020 includes $15.0 million of accelerated depreciation and $1.7 million of other closure costs related to the Roxboro I-joist curtailment in March 2020.
(b) The years ended December 31, 2024 and 2023 include $2.2 million and $6.2 million, respectively, of accelerated depreciation related to the indefinite curtailment of lumber production at our Chapman, Alabama facility.
Seymour was appointed the company's senior vice president of manufacturing operations, Wood Products, in February 2022.
Johnson received a bachelor’s degree in Finance from the University of Oregon, Eugene, OR. Chris Seymour, Senior Vice President, Manufacturing Operations, Wood Products Mr. Seymour was appointed the company's senior vice president of manufacturing operations, Wood Products, in February 2022.
Segment Detail Wood Products Products LVL and laminated beams are structural products used in applications where extra strength and consistent quality are required, such as headers and beams. LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges.
LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges. I-joists, which are used primarily in residential and commercial flooring and roofing systems and other structural applications, are stronger, lighter, and straighter than conventional lumber products.
Information About Our Executive Officers and Key Management Below is a list of names, ages, and a brief description of the business experience of our executive officers and key members of management, each as of February 15, 2024.
The reference to our website address does not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document. 13 Table of Contents Information About Our Executive Officers and Key Management Below is a list of names, ages, and a brief description of the business experience of our executive officers and key members of management, each as of February 17, 2025.
Our national presence allows us to act as a vehicle for our suppliers' new innovative products and the ability to introduce new building products to our customers. Broadening our product offering helps us serve as a one-stop resource for building materials, which we believe improves our customers' purchasing and operating efficiencies.
Broadening our product offering helps us serve as a one-stop resource for building materials, which we believe improves our customers' purchasing and operating efficiencies. The introduction of new products is primarily driven by customer demand or product extensions originating from our vendors.
We expect to grow our EWP sales and thereby divert more of our internally produced veneer away from plywood, which is a product line exposed to oriented strand board substitution and significant price volatility. In 2022, we acquired Coastal Plywood and its plywood manufacturing locations in Havana, Florida, and Chapman, Alabama, to provide avenues for further EWP growth.
We expect to grow our EWP sales and thereby divert more of our internally produced veneer away from plywood, which is a product line exposed to oriented strand board substitution and significant price volatility. Value-added EWP provides higher margins and pricing is not subject to the auction-based volatility of commodity markets.
We believe our ability to obtain quality materials, from both internal and external sources, the scale and efficiency of our national footprint, and our focus on customer service are our primary competitive advantages in this segment.
We believe our partnership with leading building materials suppliers, the scale and efficiency of our national footprint, and our focus on customer service are our primary competitive advantages in this segment. Also, financial stability is important to suppliers and customers when choosing distributors.
We have made and intend to continue to make investments in our mills in the Southeast U.S., allowing us to grow our EWP sales. 5 Table of Contents BMD carries a broad line of building materials used in residential construction, repair and remodel, and industrial applications.
In addition to the acquisition of Coastal Plywood in 2022, we have made, and intend to continue to make, investments in our mills in the Southeast U.S., allowing us to grow our EWP sales.
In addition, BMD's growth in sales dollars and sales per U.S. housing start, as well as our focus on increasing sales attributable to general line and EWP, are reflected in the charts below. 6 Table of Contents 7 Table of Contents Leverage our Integrated Model We believe our integrated business model provides us with advantages over less integrated competitors and provides unique and significant value to our customers.
BMD's sales and sales per U.S. housing start, as well as our focus on increasing sales attributable to general line and EWP, are reflected in the charts below.
In BMD, our focus is to increase the quality of decision-making at all levels using data-driven digital technologies. This includes leveraging business intelligence software to build mission-critical dashboards and reports for many areas of our business. We are also increasing the robustness of our data analytics methods used for forecasting, evaluating opportunities, and solving problems.
To assess the effectiveness and efficiency of our operations, we regularly capture and report on a wide variety of investment, operational, and customer service metrics. Our focus is to increase the quality of decision-making at all levels using data-driven digital technologies. This includes leveraging business intelligence software to build dashboards and reports for many areas of our business.
Selecting and developing talent is a vital aspect of our human capital strategy because our employees are at the heart of our Purpose and delivering on our promises to our stakeholders.
In addition, selecting and developing talent is a vital aspect of our human capital strategy because we believe our employees are at the heart of our purpose and fulfillment of our promise to our stakeholders. We focus on developing talent from within our businesses and supplement that talent with finding the right external hires to support key strategic objectives.
Johnson received a bachelor’s degree in Finance from the University of Oregon, Eugene, OR. Troy Little, Senior Vice President, Finance and Commodity Sales, Wood Products Mr. Little will become the company's executive vice president, Wood Products, effective February 19, 2024.
Barney received a bachelor’s degree in Business Finance from the University of Utah, Salt Lake City, UT. Troy Little, Executive Vice President, Wood Products Mr. Little was appointed the company's executive vice president, Wood Products, in February 2024.
Living our values means driving the expectation that each of our employees has ownership of safety and the authority to stop work if there is a safety concern. Our Code of Ethics guides the actions and behaviors of anyone working for, representing, or partnering with Boise Cascade.
We believe that our focus on leading indicators helps to prevent future incidents and injuries. Living our values means driving the expectation that each of our employees has ownership of safety and the authority to stop work if there is a safety concern.
Wood Products' sales mix by product line is illustrated below and demonstrates our principal focus on the production of veneer-based products. Our ability to grow our EWP sales has historically been constrained by veneer supply. The acquisition of Coastal Plywood in 2022, along with our investment in the facilities, provides incremental stress-rated veneer needed for EWP production.
To provide access to additional veneer for EWP production, we acquired Coastal Plywood and its plywood manufacturing locations in Havana, Florida, and Chapman, Alabama, in 2022. 3 Table of Contents Wood Products' sales mix by product line is illustrated below and demonstrates our principal focus on the production of veneer-based products.
Drive Operational Excellence In Wood Products, we use process improvement and machine reliability methodologies to continuously refine and improve our operations and processes. We believe there are opportunities to further apply these process improvement programs in our manufacturing operations and apply similar techniques and methods to different functional areas to realize efficiencies in those areas.
We believe there are opportunities to further apply these process improvement programs in our manufacturing operations and apply similar techniques and methods to different functional areas to realize efficiencies in those areas. In BMD, we believe our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital.
See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a non-GAAP measure.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a non-GAAP measure. 10 Table of Contents Facilities Our BMD segment operates a nationwide network of 38 building materials distribution facilities throughout the U.S., including door and millwork facilities in 14 markets, as well as one component manufacturing plant.
In the last three years, we have also expanded our door and millwork business with new locations in Dallas and Houston, Texas; Kansas City, Missouri; and Denver, Colorado. In addition to our investment in our door and millwork business, we continue to expand the capacity of our distribution centers.
In 2024, we acquired assets of door and millwork facilities in Boise, Idaho and Lakeland, Florida. Furthermore, in 2023, we acquired Brockway-Smith Company (BROSCO), a wholesale distributor specializing in doors and millwork. In the last several years, we have also expanded our door and millwork business with new locations in Dallas and Houston, Texas; Kansas City, Missouri; and Denver, Colorado.
Capacity is based on LVL production only. (c) Approximately 20%, 25%, 29%, 27%, and 23%, respectively, of production in 2023, 2022, 2021, 2020, and 2019 was for PLV panels that are utilized internally to produce LVL.
(b) During the years presented above, approximately one-third of the LVL we produced was utilized internally to produce I-joists. Capacity is based on LVL production only. (c) During the years presented above, approximately one-fourth of production was for PLV panels that are utilized internally to produce LVL.
Our success with innovating digital technology and analytical methods is opening the door to more use cases for improving the way we do business. We are also utilizing large, fast, and mastered datasets more than ever. In addition, we are investing in robotics equipment and configuration technologies for our door and millwork business.
We are also increasing the robustness of our data analytics methods used for forecasting, evaluating opportunities, and solving problems. Our success with innovating digital technology and analytical methods is opening the door to more use cases for improving the way we do business. Key learnings and best practices are then leveraged across our distribution locations.
Our sales force and product managers have local product knowledge and decision-making authority, which we believe enables them to optimize stocking, 12 Table of Contents pricing, and product assortment decisions. Our sales force has access to centralized information technology systems, an extensive vendor base, and corporate-level working capital support, which we believe complements our localized sales model.
Our sales force has access to centralized information technology systems, an extensive vendor base, and corporate-level working capital support, which we believe complements our localized sales model. Our national presence allows us to act as a vehicle for our suppliers' new innovative products and the ability to introduce new building products to our customers.
These organic growth projects allow us to further expand our product and service offerings in those markets. 4 Table of Contents The increase in our sales by segment over time from investing in our EWP growth strategy in Wood Products and expanding our BMD distribution capabilities is illustrated below.
These organic growth projects allow us to further expand our product and service offerings in those markets. 4 Table of Contents BMD carries a broad line of building materials used in residential construction, repair and remodel, and industrial applications.
Also, financial stability is important to suppliers and customers in choosing distributors and allows for more favorable terms on which we are able to obtain products from our suppliers and sell to our customers.
Having a sound financial position is important to our suppliers and allows for favorable terms on which to procure products. In addition, our financial condition is also important to customers who rely on us for timely delivery across a broad range of products that are consistently in stock.
Individual development includes annual performance reviews with development plans, access to a variety of resources, and ongoing education opportunities. In October 2022 we successfully launched a new integrated Human Capital Management (HCM) system.
Individual development includes annual performance reviews with development plans, access to a variety of resources, including self-help resources, and continuing education opportunities. Our employees are able to participate in training through a combination of online platforms and in-person learning.
Sales, Marketing, and Distribution Our EWP sales force is managed centrally through a main office that oversees regional sales teams. Our sales force spends a significant amount of time working with end customers who purchase our EWP.
These contracts have terms of various lengths and typically contain price adjustment mechanisms that take into account changes in market prices. 9 Table of Contents Sales, Marketing, and Distribution Our EWP sales force is managed centrally through a main office that oversees regional sales teams.
Facilities Our BMD segment operates a nationwide network of 40 building materials distribution facilities throughout the U.S., including door and millwork facilities in 13 markets, as well as one component manufacturing plant. Our broad geographic presence reduces our exposure to market factors in any single region. In 2023, we acquired BROSCO, a wholesale distributor specializing in doors and millwork.
Our broad geographic presence reduces our exposure to market factors in any single region. In 2024, we acquired assets of door and millwork facilities in Boise, Idaho and Lakeland, Florida.
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Our Shared Values At Boise Cascade, our values are not just words; they are the behaviors that we expect of each other and help us all share in a bigger purpose. We truly care about relationships with our teammates, customers, suppliers, shareholders, and the communities where we operate.
Added
In addition to our investment in our door and millwork business, we continue to expand the capacity of our distribution centers. In 2024, we made progress on greenfield distribution centers in Hondo, Texas, and Walterboro, South Carolina, which we expect to be complete in 2025 and 2026, respectively.
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We approach the way we do business with these core values: • Integrity - We are our word. Integrity goes beyond the lasting structural strength of our products; it is our uncompromising commitment to do the right thing.
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In addition, BMD's sales in 2021 and 2022 were impacted by historically high composite panel and lumber prices. 5 Table of Contents Leverage the Integrated Model We believe our integrated business model provides us with advantages over less integrated competitors and provides unique and significant value to our customers.
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We nurture long-term relationships every day, in everything that we do. • Safety - We each have the responsibility for our own safety and the safety of those around us, both at work and at home.
Added
In 2024, approximately 75% of Wood Products' EWP sales volumes and approximately 50% of Wood Products' plywood sales volumes were to BMD.
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Together, we strive to create an injury-free environment by identifying risks, eliminating hazards, and requiring safe behaviors. 2 Table of Contents • Respect - We cultivate a climate of mutual respect, camaraderie, and teamwork.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur debt agreements limit our ability and the ability of our restricted subsidiaries, among other things, to: • incur additional debt; • declare or pay dividends, redeem stock, or make other distributions to stockholders; • make investments; • create liens or use assets in security in other transactions; • merge or consolidate, or sell, transfer, lease, or dispose of substantially all of our assets; • enter into transactions with affiliates; • sell or transfer certain assets; and • in the case of our revolving credit facility, make prepayments on our senior notes and subordinated indebtedness. 25 Table of Contents In addition, our revolving credit facility provides that if an event of default occurs or excess availability under our revolving credit facility drops below a threshold amount equal to the greater of 10% of the Line Cap (as defined in the Amended Agreement) and $35 million (and until such time as excess availability for two consecutive fiscal months exceeds that threshold amount and no event of default has occurred and is continuing), we will be required to maintain a monthly minimum fixed charge coverage ratio of 1.0:1.0, determined on a trailing twelve-month basis.
Biggest changeIn addition, our revolving credit facility provides that if an event of default occurs or excess availability under our revolving credit facility drops below a threshold amount equal to the greater of 10% of the Line Cap (as defined in the Amended Agreement) and $35 million (and until such time as excess availability for two consecutive fiscal months exceeds that threshold amount and no event of default has occurred and is continuing), we will be required to maintain a monthly minimum fixed charge coverage ratio of 1.0:1.0, determined on a trailing twelve-month basis.
OSB is a commodity, and prices have been historically volatile in response to industry capacity restarts and operating rates, inventory levels in various distribution channels, and seasonal demand patterns.
OSB is a commodity, and prices have historically been volatile in response to industry capacity restarts and operating rates, inventory levels in various distribution channels, and seasonal demand patterns.
Therefore, our profitability with respect to these commodity products depends, in significant part, on effective facilities maintenance programs, and on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs.
Therefore, our profitability with respect to these commodity products depends, in significant part, on effective facilities maintenance and procurement programs, and on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs.
New residential construction activity has historically been volatile with demand for new residential construction influenced by seasonal weather factors, mortgage availability and rates, housing affordability constraints, unemployment levels, wage growth, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, consumer confidence, and other general economic factors.
New residential construction activity has historically been volatile with demand for new residential construction influenced by seasonal weather factors, mortgage availability and rates, housing affordability constraints, home equity levels, unemployment levels, wage growth, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, consumer confidence, and other general economic factors.
Our failure to effectively expand our product and service offerings in our recently announced greenfield distribution centers in Texas and South Carolina or future projects, realize expected benefits, or manage other consequences of our organic growth could adversely affect our financial condition, operating results, and cash flows.
Our failure to effectively expand our product and service offerings in our previously announced greenfield distribution centers in Texas and South Carolina or future projects, realize expected benefits, or manage other consequences of our organic growth could adversely affect our financial condition, operating results, and cash flows.
The market price for our common stock could fluctuate significantly for various reasons, including: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry; • the public's reaction to our press releases, our other public announcements, and our filings with the SEC; • changes in key personnel; • strategic actions by us, our customers, or our competitors, such as acquisitions or restructurings; • changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry; • the failure of research analysts to cover our common stock; • general economic, industry, and market conditions; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • investors' perception of our commitment to sustainability and corporate responsibility; • material litigation or government investigations; 27 Table of Contents • changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism, pandemics, or responses to such events; • sales of common stock by us or members of our management team; • the granting of equity or equity-based incentives; • volume of trading in our common stock (which may be impacted by future sales or repurchases of our common stock); • changes in accounting standards, policies, guidance, interpretations, or principles; and • the impact of the factors described elsewhere in "Item 1A.
The market price for our common stock could fluctuate significantly for various reasons, including: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry; • the public's reaction to our press releases, our other public announcements, and our filings with the SEC; • changes in key personnel; • strategic actions by us, our customers, or our competitors, such as acquisitions, consolidations, or restructurings; • changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry; • the failure of research analysts to cover our common stock; • general economic, industry, and market conditions; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • investors' perception of our commitment to sustainability and corporate responsibility; • material litigation or government investigations; • changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism, pandemics, or responses to such events; • sales of common stock by our management team or board of directors; • the granting of equity or equity-based incentives; • volume of trading in our common stock (which may be impacted by future sales or repurchases of our common stock); • changes in accounting standards, policies, guidance, interpretations, or principles; and • the impact of the factors described elsewhere in "Item 1A.
We will continue to monitor and assess the impact of regulatory legislation, which may impose substantial penalties for violations, increased costs for investigations, monitoring and compliance, potential litigation, and possible damage to our reputation, all of which could have a material adverse effect on our operations, financial condition, or cash flows.
We will continue to monitor and assess the impact of regulatory legislation, which may impose substantial 24 Table of Contents penalties for violations, increased costs for investigations, monitoring and compliance, potential litigation, and possible damage to our reputation, all of which could have a material adverse effect on our operations, financial condition, or cash flows.
Without effective implementation, there may be credibility loss with both internal and external audiences, as well as lost market opportunities, which could adversely affect our financial condition, operating results, and cash flows. 23 Table of Contents Financial Risks A significant portion of our sales are concentrated with a small number of customers.
Without effective implementation, there may be credibility loss with both internal and external audiences, as well as lost market opportunities, which could adversely affect our financial condition, operating results, and cash flows. Financial Risks A significant portion of our sales are concentrated with a small number of customers.
The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows. 21 Table of Contents We depend on third parties for transportation services and limited availability or increases in costs of transportation could adversely affect our business and operations.
The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows. We depend on third parties for transportation services and limited availability or increases in costs of transportation could adversely affect our business and operations.
Subsequent to making the investment, the performance of the new assets is subject to economic uncertainties, as described in our other risk factors, as well as difficulties obtaining labor, customers, or suppliers. In addition, organic growth investments may divert management's attention and 22 Table of Contents resources from existing operations.
Subsequent to making the investment, the performance of the new assets is subject to economic uncertainties, as described in our other risk factors, as well as difficulties obtaining labor, customers, or suppliers. In addition, organic growth investments may divert management's attention and resources from existing operations.
We are, therefore, exposed to a larger extent to the risk of disruption to our Wood Products manufacturing facilities due to our integration and the resulting impact on our BMD business. 20 Table of Contents In addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above.
We are, therefore, exposed to a larger extent to the risk of disruption to our Wood Products manufacturing facilities due to our integration and the resulting impact on our BMD business. In addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above.
In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the systems.
In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, 18 Table of Contents including "bugs" and other problems that could unexpectedly interfere with the operation of the systems.
Wood fiber is our principal raw material, which accounted for approximately 40% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2023. Our primary source of wood fiber is logs. Log prices have been historically cyclical in response to changes in domestic and foreign demand and supply.
Wood fiber is our principal raw material, which accounted for approximately 39% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2024. Our primary source of wood fiber is logs. Log prices have been historically cyclical in response to changes in domestic and foreign demand and supply.
Our principal manufactured products are also subject to substitution from other wood-based products, such as EWP facing competition from numerous dimension lumber producers and other strand-based EWP that we do not produce, or 19 Table of Contents plywood losing further market share to OSB in residential and non-residential applications.
Our principal manufactured products are also subject to substitution from other wood-based products, such as EWP facing competition from numerous dimension lumber producers and other strand-based EWP that we do not produce, or plywood losing further market share to OSB in residential and non-residential applications.
If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise.
If any of these agreements are not renewed or extended upon their termination, or additional collective bargaining agreements are formed, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise.
We also purchase OSB, which is used as the vertical web to assemble I-joists. OSB accounted for approximately 5% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2023.
We also purchase OSB, which is used as the vertical web to assemble I-joists. OSB accounted for approximately 6% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2024.
Furthermore, changing demographics could impact product consumption and demand, including urbanization compounding issues around affordability, increasing importance of multi-family housing, declining size of single-family entry-level housing, increasing proportion of homes in warmer and/or coastal areas using slab-on-grade construction, reduced birthing statistics, and changing baby boomer needs freeing up housing capacity.
Furthermore, changing demographics could impact product consumption and demand, including urbanization compounding issues around affordability, increasing importance of multi-family housing, declining size of single-family entry-level housing, increasing proportion of homes using slab-on-grade construction, reduced birthing statistics, and changing baby boomer needs freeing up housing capacity.
Our failure to integrate the BROSCO and Coastal Plywood operations or future acquired businesses effectively, realize expected benefits, or manage other consequences of our acquisitions could adversely affect our financial condition, operating results, and cash flows. We invest resources to update and improve our information technology systems and software platforms.
Our failure to integrate future acquired businesses effectively, realize expected benefits, or manage other consequences of our acquisitions could adversely affect our financial condition, operating results, and cash flows. We invest resources to update and improve our information technology systems and software platforms.
Subsequent to making the investment, the performance of the acquired assets is subject to economic uncertainties, as described in our other risk factors, as well as difficulties integrating acquired personnel into our business, the potential loss of key employees, customers, or suppliers, difficulties in integrating different computer and accounting systems, exposure to unknown or unforeseen liabilities of acquired companies, and the diversion of management attention and resources from existing operations.
Subsequent to making the investment, the performance of the acquired assets is subject to economic uncertainties, as described 21 Table of Contents in our other risk factors, uncertainties related to the achievement of expected synergies, as well as difficulties integrating acquired personnel into our business, the potential loss of key employees, customers, or suppliers, difficulties in integrating different computer and accounting systems, exposure to unknown or unforeseen liabilities of acquired companies, and the diversion of management attention and resources from existing operations.
For additional information and a discussion regarding the impact of impairment of long-lived assets and accelerated depreciation charges on our results of operations and financial condition, see "Long-Lived Asset Impairment" included in "Critical Accounting Estimates" in "Item 7.
For additional information and a discussion regarding the impact of impairment of long-lived assets and accelerated depreciation charges on our results of operations and financial condition, see "Long-Lived Asset Impairment" included in "Critical Accounting Estimates" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
Because approximately 66% of our Wood Products sales in 2023 were to our BMD business, a material disruption at our Wood Products facilities would also negatively affect our BMD business.
Because approximately 70% of our Wood Products sales in 2024 were to our BMD business, a material disruption at our Wood Products facilities would also negatively affect our BMD business.
In addition, we have seen an increase in floor truss capacity by some of our dealer customers, partially due to the limited supply of I-joists over the last few years. The expansion of truss manufacturing could negatively impact our I-joist market share and net sales prices.
In addition, we have seen an increase in floor truss capacity by some of our dealer customers, partially due to the limited supply of I-joists over the last few years. The expansion of truss manufacturing, along with the increased use of slab-on-grade construction, could negatively impact our I-joist market share and net sales prices.
The provisions in our certificate of incorporation and bylaws include, among other things, the following: • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval; • stockholder action can only be taken at a special or regular meeting and not by written consent; • advance notice procedures for nominating candidates to our board of directors or presenting matters at stockholder meetings; • removal of directors only for cause; • allowing only our board of directors the ability to create additional director seats and fill vacancies on our board of directors; and • super-majority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation. 28 Table of Contents We have elected in our certificate of incorporation not to be subject to Section 203 of the General Corporation Law of the State of Delaware (DGCL), an antitakeover law.
The provisions in our certificate of incorporation and bylaws include, among other things, the following: • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval; • stockholder action can only be taken at a special or regular meeting and not by written consent; • advance notice procedures for nominating candidates to our board of directors or presenting matters at stockholder meetings; • removal of directors only for cause; • allowing only our board of directors the ability to create additional director seats and fill vacancies on our board of directors; and • super-majority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation.
Our products may compete with alternative products in certain market segments. For example, plastic, concrete, steel, wood/plastic or composite materials may be used by builders as alternatives to the products produced by our Wood Products segment, such as EWP and plywood.
For example, plastic, concrete, steel, wood/plastic or composite materials may be used by builders as alternatives to the products produced by our Wood Products segment, such as EWP and plywood.
Many U.S. states have enacted data privacy and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of sensitive personal information.
Compliance with data privacy and security laws and regulations could adversely affect our business. Many U.S. states have enacted data privacy and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of sensitive personal information.
Hence, the price of our common stock could fluctuate based on factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price. We may not pay cash dividends in the future.
The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based on factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price. We may not pay cash dividends in the future.
We may be unable to generate funds or other sources of liquidity and capital to fund unforeseen environmental liabilities or expenditures to the extent we are not indemnified by third parties.
In some cases, this liability may exceed the property's value. We may be unable to generate funds or other sources of liquidity and capital to fund unforeseen environmental liabilities or expenditures to the extent we are not indemnified by third parties.
Competitive factors in our industry include pricing and availability of product, service and delivery capabilities, ability to assist customers with problem-solving, extension of credit terms, customer relationships, geographic coverage, and breadth of product offerings.
Competitive factors in our industry include pricing and availability of product, service and delivery capabilities, ability to assist customers with problem-solving, extension of credit terms, customer relationships, geographic coverage, and breadth of product offerings. Also, financial stability is important to suppliers and customers when choosing distributors.
Our competitors range from very large, fully integrated forest and building products firms to smaller firms that may manufacture only one or a few types of products. We also compete less directly with firms that manufacture substitutes for wood building products. Certain mills operated by our competitors may be lower-cost manufacturers than the mills operated by us.
Our competitors range from very large, fully integrated forest and building products firms to smaller firms that may manufacture only one or a few types of products. We also compete less directly with firms that manufacture substitutes for wood building products.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. ITEM 1B. UNRESOLVED STAFF COMMENTS We have no unresolved comments from the SEC staff.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. 27 Table of Contents ITEM 1B.
For the year ended December 31, 2023, our top ten customers represented approximately 47% of our sales, with one customer accounting for approximately 12% of total sales. At December 31, 2023, receivables from two customers accounted for approximately 19% and 13% of total receivables.
For the year ended December 31, 2024, our top ten customers represented approximately 48% of our sales, with two customers accounting for approximately 12% and 10% of total sales. At December 31, 2024, receivables from two customers accounted for approximately 19% and 11% of total receivables.
Risk Factors" of this Form 10-K. In addition, the stock market has regularly experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies.
Risk Factors" of this Form 10-K. 26 Table of Contents In addition, the stock market has regularly experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry.
Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability. We may be unable to attract and retain key management and other key employees.
Furthermore, changes in immigration laws and/or their enforcement, could result in tighter overall labor conditions and a shortage of skilled tradespeople. Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability. We may be unable to attract and retain key management and other key employees.
We may also be contractually obligated to indemnify third parties under environmental laws for the cleanup of past spills and releases of hazardous or toxic 26 Table of Contents substances for properties which we no longer own and operate.
We may also be contractually obligated to indemnify third parties under environmental laws for the cleanup of past spills and releases of hazardous or toxic substances for properties which we no longer own and operate. We could be found liable under these laws whether or not we knew of, or were responsible for, the presence of such substances.
Finally, we may not be able to maintain our costs at a level sufficiently low for us to compete effectively. If we are unable to compete effectively, our net sales and net income will be reduced. Some of our products are vulnerable to declines in demand due to competing technologies or materials, as well as changes in building code provisions.
If we are unable to compete effectively, our net sales and net income will be reduced. Some of our products are vulnerable to declines in demand due to competing technologies or materials, as well as changes in building code provisions. Our products may compete with alternative products in certain market segments.
One agreement covering approximately 40 employees at our Vancouver BMD facility is set to expire on December 31, 2024, but the terms and conditions of this agreement will remain in effect after expiration, pending negotiation of a new agreement.
One agreement covering approximately 50 employees at our Woodinville BMD facility expired on May 31, 2024 and one agreement covering approximately 40 employees at our Vancouver BMD facility expired on December 31, 2024, but the terms and conditions of these agreements remain in effect pending negotiation of new agreements.
Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively affect our customer relationships, and have a material adverse effect on our operating results, cash flows, and financial condition.
In addition, if any of these third parties were to cease operations or cease doing business with us, we may be unable to replace them at a reasonable cost. 20 Table of Contents Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively affect our customer relationships, and have a material adverse effect on our operating results, cash flows, and financial condition.
Our failure to comply with any of these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our indebtedness. Risks Relating to Laws and Regulations Compliance with data privacy and security laws and regulations could adversely affect our business.
Our failure to comply with any of these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our indebtedness. Risks Relating to Laws and Regulations Changes in foreign trade policy, including the imposition of tariffs, could impact our product pricing and input costs.
In addition, certain suppliers to our distribution business also sell and distribute their products directly to our customers. Additional manufacturers of products distributed by us may elect to sell and distribute directly to our dealer or retail customers in the future or enter into exclusive supply arrangements with other distributors.
Additional manufacturers of products distributed by us may elect to sell and distribute directly to our dealer or retail customers in the future or enter into exclusive supply arrangements with other distributors. Finally, we may not be able to maintain our costs at a level sufficiently low for us to compete effectively.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. 24 Table of Contents Our operations require substantial capital, and recent significant capital investments and acquisitions have increased fixed costs, which could negatively affect our profitability.
Our operations require substantial capital, and recent significant capital investments and acquisitions have increased fixed costs, which could negatively affect our profitability.
Five agreements covering approximately 460 employees at our Elgin plywood plant, Kettle Falls plywood plant, and Woodinville BMD facility are set to expire on May 31, 2024, but the terms and conditions of these agreements will remain in effect after expiration pending negotiation of new agreements.
One agreement covering approximately 20 employees at our Billings BMD facility is set to expire on March 31, 2025, and two agreements covering approximately 730 employees at our Oakdale and Florien plywood plants are set to expire on July 15, 2025, but the terms and conditions of these agreements will remain in effect after expiration, pending negotiation of new agreements.
Because we do not have direct control over the quality of such products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality of such products. In addition, we are exposed to potential claims arising from the conduct of our employees, and homebuilders and their subcontractors, for which we may be contractually liable.
In addition, we are exposed to potential claims arising from the conduct of our employees, and homebuilders and their subcontractors, for which we may be contractually liable.
Commodity wood product prices have historically been volatile in response to economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns. 18 Table of Contents Demand for the products we manufacture, as well as the products we purchase and distribute, is correlated with new residential construction, residential repair-and-remodeling activity and light commercial construction in the U.S.
Commodity wood product prices have historically been volatile in response to economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, trade policies, inventory levels in various distribution channels, and seasonal demand patterns.
In addition, we may not be able to integrate the operations of our recently acquired businesses, which include Brockway-Smith Company (BROSCO) and Coastal Plywood, in an efficient and cost-effective manner or without disruption to our existing operations or may not be able to realize expected benefits.
In addition, we may not be able to integrate the operations of previously acquired businesses in an efficient and cost-effective manner or without disruption to our existing operations or may not be able to realize expected benefits. Acquisitions involve significant risks and uncertainties, including some that may not be identifiable or resolvable in due diligence.
Our long-lived assets, goodwill, and/or intangible assets may become impaired, which may require us to record non-cash impairment charges that could have a material impact on our results of operations. We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
We review the carrying value of long-lived assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
The building products distribution industry in which our BMD segment competes is highly fragmented and competitive, and the barriers to entry for local competitors are relatively low.
In addition, if financial incentives provided are not sufficient, there is a risk we could lose business at the regional or national level. The building products distribution industry in which our BMD segment competes is fragmented and competitive, and the barriers to entry for local competitors are relatively low.
The terms of our debt agreements restrict, and covenants contained in agreements governing indebtedness in the future may impose significant operating and financial restrictions on our company and our subsidiaries, which may prevent us from capitalizing on business opportunities.
If we are unable to service our debt obligations or fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure, or liquidate some or all of our assets. 23 Table of Contents The terms of our debt agreements restrict, and covenants contained in agreements governing indebtedness in the future may impose significant operating and financial restrictions on our company and our subsidiaries, which may prevent us from capitalizing on business opportunities.
An oversupply of chips has a negative impact on our chip price realizations and profitability, which impacts the financial results of our mills. In addition, if declines in demand for our chips continue and we cannot find alternative consumers for our chips, we may be forced to curtail any impacted mills.
An oversupply of chips has a negative impact on our chip price realizations and profitability, which impacts the financial results of our mills.
Our Wood Products segment provides financial incentives, including temporary price protection, to various parties along the supply chain (including wholesale distributors, dealers, and homebuilders) to increase sales of and loyalty to our EWP products. As a result of these commercial arrangements, the full effects of announced price increases may be delayed or reduced, impacting our financial results.
Certain mills operated by our competitors may be lower-cost manufacturers than the mills operated by us. 17 Table of Contents Our Wood Products segment provides financial incentives, including temporary price protection, to various parties along the supply chain (including wholesale distributors, dealers, and homebuilders) to increase sales of and loyalty to our EWP products.
However, our certificate of incorporation contains provisions that have the same effect as Section 203.
We have elected in our certificate of incorporation not to be subject to Section 203 of the General Corporation Law of the State of Delaware (DGCL), an antitakeover law. However, our certificate of incorporation contains provisions that have the same effect as Section 203.
Some of the businesses with which we compete are part of larger companies and therefore have access to greater financial and other resources than we do. These resources may afford those competitors greater purchasing power, increased financial flexibility, and more capital resources for expansion and improvement, which may enable those competitors to compete more effectively than we can.
These resources may afford those competitors greater purchasing power, increased financial flexibility, and more capital resources for expansion and improvement, which may enable those competitors to compete more effectively than we can. In addition, certain suppliers to our distribution business also sell and distribute their products directly to our customers.
In addition, as customers merge and consolidate, credit risk may become concentrated among fewer customers. If our customers' financial positions become impaired, our ability to fully collect receivables from such customers could be impaired and negatively affect our operating results, cash flow, and liquidity.
If our customers' financial positions become impaired, our ability to fully collect receivables from such customers could be impaired and negatively affect our operating results, cash flow, and liquidity. 22 Table of Contents Our long-lived assets, goodwill, and/or intangible assets may become impaired, which may require us to record non-cash impairment charges that could have a material impact on our results of operations.
Labor disruptions, shortages of skilled and technical labor, or increased labor costs could adversely affect our business. As of February 4, 2024, we had approximately 7,300 employees. Approximately 18% of these employees work pursuant to collective bargaining agreements. As of February 4, 2024, we had ten collective bargaining agreements.
Approximately 17% of these employees work pursuant to collective bargaining agreements. As of February 2, 2025, we had ten collective bargaining agreements.
Also, financial stability is important to suppliers and customers in choosing distributors and allows for more favorable terms to obtain products from suppliers and sell products to customers. If our financial condition deteriorates in the future, our relationships with suppliers and customers may be negatively affected.
If our financial condition deteriorates in the future, our relationships with suppliers and customers may be negatively affected. Some of the businesses with which we compete are part of larger companies and therefore have access to greater financial and other resources than we do.
Removed
In addition, if any of these third parties were to cease operations or cease doing business with us, we may be unable to replace them at a reasonable cost.
Added
Demand for the products we manufacture, as well as the products we purchase and distribute, is correlated with new residential construction, residential repair-and-remodeling activity and light commercial construction in the U.S.
Removed
Acquisitions involve significant risks and uncertainties, including some that may not be identifiable or resolvable in due diligence.
Added
As a result of these commercial arrangements, the full effects of announced price increases may be delayed or reduced, impacting our financial results. Furthermore, customer consolidation has been ongoing. This consolidation could increase buying power which would create demand pressure on our financial incentives and compress our margins.
Removed
If we are unable to service our debt obligations or fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure, or liquidate some or all of our assets.
Added
Having a sound financial position is important to our suppliers and allows for favorable terms on which to procure products. In addition, our financial condition is also important to customers who rely on us for timely delivery across a broad range of products that are consistently in stock.
Removed
We could be found liable under these laws whether or not we knew of, or were responsible for, the presence of such substances. In some cases, this liability may exceed the property's value.
Added
In addition, if declines in demand for our chips continue and we cannot find alternative consumers for our chips, we may be forced to curtail any impacted mills. 19 Table of Contents Labor disruptions, shortages of skilled and technical labor, or increased labor costs could adversely affect our business. As of February 2, 2025, we had approximately 7,560 employees.
Added
In addition, as customers merge and consolidate, credit risk may become concentrated among fewer customers.
Added
Our debt agreements limit our ability and the ability of our restricted subsidiaries, among other things, to: • incur additional debt; • declare or pay dividends, redeem stock, or make other distributions to stockholders; • make investments; • create liens or use assets in security in other transactions; • merge or consolidate, or sell, transfer, lease, or dispose of substantially all of our assets; • enter into transactions with affiliates; • sell or transfer certain assets; and • in the case of our revolving credit facility, make prepayments on our senior notes and subordinated indebtedness.
Added
Our Wood Products and BMD segments could be negatively impacted by changes in tariffs, duties, taxes, or customs resulting from changes in U.S. and foreign trade policy. We export finished wood products and other building materials to foreign markets, primarily to Canada.
Added
In addition, we purchase raw materials to be used as inputs in our manufacturing business and inventory purchased for resale in our distribution business from suppliers and manufacturers that are located outside of the United States.
Added
Given the nature of our business operations, actions taken by the U.S. government regarding trade policy, such as renegotiating or terminating existing trade agreements or leveraging tariffs, could adversely impact our product pricing and input costs, the supply of products available to us, as well as the demand for the products we manufacture and distribute.
Added
Further, if we experience increases in input costs, we may be unable to pass these cost increases along to our customers, thereby reducing our margins. We cannot predict future U.S. or foreign trade policy, however, the impacts of changes in trade policy discussed above could have a material adverse effect on our results of operations, cash flows, and financial condition.
Added
Because we do not have direct control over the quality of such products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality 25 Table of Contents of such products.
Added
UNRESOLVED STAFF COMMENTS We have no unresolved comments from the SEC staff.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese practices allow us to leverage specialized knowledge and insights, identify risks, and continuously improve our information technology internal controls and processes to respond to the evolving cybersecurity threats. We also acknowledge the risks associated with third-party service providers. We employ a risk-based due diligence process of engaging and managing third-party relationships.
Biggest changeIn addition, our IT-related internal controls over financial reporting are audited by both our internal auditors and independent external auditors. These practices allow us to leverage specialized knowledge and insights, identify risks, and continuously improve our information technology internal controls and processes to respond to the evolving cybersecurity threats. We also acknowledge the risks associated with third-party service providers.
We have also developed a data breach response plan that includes policies and procedures to assess the nature and scope of an incident that has been determined to be a breach, identify the information systems and types of information that may have been accessed or misused, contain and control the incident, maintain or restore business continuity, and communicate the incident to the necessary parties, dependent upon the nature and severity of the incident.
We have also developed a data breach response plan that includes policies and procedures to assess the nature and scope of an incident that has been determined to be a data breach, identify the information systems and types of information that may have been accessed or misused, contain and control the incident, maintain or restore business continuity, and communicate the incident to the necessary parties, dependent upon the nature and severity of the incident.
Risk assessment for cybersecurity threats is embedded into these quarterly updates, with each topic discussed being assigned a risk level. In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Risk assessment for cybersecurity threats is embedded into these quarterly updates, with each topic discussed being assigned a risk level. In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
In addition, we have formed a data 30 Table of Contents breach response team that is comprised of individuals across the organization, including our IT Director, executive management, information technology and security, risk management, audit, legal, privacy and compliance, finance, communications, and business and IT operations.
In addition, we have formed a data breach response team that is comprised of individuals across the organization, including our IT Director, executive management, information technology and security, risk management, audit, legal, privacy and compliance, finance, communications, and business and IT operations.
For these and other reasons, we have made it a priority to ensure the risk of cybersecurity threats is integrated into our risk assessment and risk management processes.
For these and other reasons, we have made it a priority to ensure the risk of cybersecurity threats is integrated into our risk assessment and risk management processes. 29 Table of Contents
However, we can provide no assurance that there will not be cybersecurity threats or incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. For more information regarding the risks we face from cybersecurity threats, see Item 1A.
However, we can provide no assurance that there will not be cybersecurity threats or incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. For more information regarding the risks we face from cybersecurity threats, see Item 1A. "Risk Factors" included in this report.
The data breach response plan outlines the roles and responsibilities of the data breach response team members, including monitoring of new data breach reporting regulations and communication protocols for incident reporting.
The data breach response plan outlines the roles and responsibilities of each team member, including monitoring of new data breach reporting regulations and communication protocols for incident reporting.
"Risk Factors" included in this report. 29 Table of Contents Cybersecurity Risk Management Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our IT Director. Our current IT Director has been in his position since 2014 and has over 30 years of information technology, finance, and operational experience in our organization.
Cybersecurity Risk Management Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our IT Director. Our current IT Director has been in his position since 2014 and has over 30 years of information technology, finance, and operational experience in our organization.
The third-party management program is integrated into our enterprise risk management process to measure risks and evaluate current and evolving resource needs. We perform risk assessments of new and existing service providers, develop and maintain a proactive approach to address non-compliance, and establish monitoring plans based on risk scores. This process continues throughout the lifecycle of the third-party relationship.
We perform risk assessments of new and existing service providers, develop and maintain a proactive approach to address non-compliance, and establish monitoring plans based on risk scores. This process continues throughout the lifecycle of the third-party relationship.
In addition, we provide mandatory cybersecurity training to our employees around phishing, malware, and other cybersecurity risks to ensure that we are protected, to the greatest extent possible, against cybersecurity risks and security breaches.
In addition, we provide mandatory cybersecurity training to our employees around phishing, malware, and other cybersecurity risks to ensure that we are protected, to the greatest extent possible, against cybersecurity risks and security breaches. 28 Table of Contents Recognizing the complexity and evolving nature of cybersecurity threats, we engage independent third parties to penetration test our systems, consult on security enhancements, and perform industrial control system audits.
Removed
Recognizing the complexity and evolving nature of cybersecurity threats, we engage independent third parties to penetration test our systems, consult on security enhancements, and perform industrial control system audits. In addition, our IT-related internal controls over financial reporting are audited by our independent external auditors.
Added
We employ a risk-based due diligence process of engaging and managing third-party relationships. The third-party management program is integrated into our enterprise risk management process to measure risks and evaluate current and evolving resource needs.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table summarizes our Wood Products facilities as of February 9, 2024: Facility Type Number of Facilities Locations Plywood and veneer plants 11 Alabama, Florida, Louisiana (2), Oregon (5), South Carolina, and Washington LVL/I-joist/laminated beam plants 5 Alabama, Louisiana, Oregon, Idaho, and Canada Sawmills 2 Washington Building Materials Distribution Our BMD business operates a nationwide network of 40 owned and leased distribution facilities across the U.S., including door and millwork facilities in 13 markets.
Biggest changeThe following table summarizes our Wood Products facilities as of February 14, 2025: Facility Type Number of Facilities Locations Plywood and veneer plants 11 Alabama, Florida, Louisiana (2), Oregon (5), South Carolina, and Washington LVL/I-joist/laminated beam plants 5 Alabama, Louisiana, Oregon, Idaho, and Canada Sawmills 2 Washington Building Materials Distribution Our BMD business operates a nationwide network of 38 owned and leased distribution facilities across the U.S., including door and millwork facilities in 14 markets.
The total approximate square footage of our warehouse space is 6.1 million, of which 3.2 million square feet are owned. Substantially all of our leases are noncancelable and the majority are accounted for as operating leases. These leases are not subject to early termination except for standard nonperformance clauses. In addition, BMD operates a single component manufacturing plant.
The total approximate square footage of our warehouse space is 6.3 million, of which 3.4 million square feet are owned. Substantially all of our leases are noncancelable and the majority are accounted for as operating leases. These leases are not subject to early termination except for standard nonperformance clauses. In addition, BMD operates a single component manufacturing plant.
ITEM 2. PROPERTIES Our properties are well-maintained and are suitable for the operations for which they are used. Information concerning production capacity and the utilization of our manufacturing facilities is presented in "Item 1. Business" of this Form 10-K. The following is a list of our facilities by segment as of February 9, 2024.
ITEM 2. PROPERTIES Our properties are well-maintained and are suitable for the operations for which they are used. Information concerning production capacity and the utilization of our manufacturing facilities is presented in "Item 1. Business" of this Form 10-K. The following is a list of our facilities by segment as of February 14, 2025.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−1 removed2 unchanged
Biggest changeSEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated 31 Table of Contents threshold.
Biggest changeSEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.
Removed
Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Added
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph The following graph compares the return on a $100 investment in our common stock on December 31, 2018, with a $100 investment also made on December 31, 2018: (i) in the S&P SmallCap 600 Index; (ii) in our current peer group, which is comprised of companies within the S&P 600 Building Products Index; and (iii) in our previous peer group comprised of Louisiana-Pacific Corporation, BlueLinx Holdings Inc., UFP Industries, Inc., and Builders FirstSource, Inc.
Biggest changePerformance Graph The following graph compares the return on a $100 investment in our common stock on December 31, 2019, with a $100 investment also made on December 31, 2019, in the S&P SmallCap 600 Index and in our peer group, which is comprised of companies within the S&P 600 Building Products Index.
The stock performance shown below is not necessarily indicative of future performance. 32 Table of Contents ___________________________________ (a) $100 invested in stock or index on December 31, 2018, including reinvestment of dividends in additional shares of the same class of equity securities.
The stock performance shown below is not necessarily indicative of future performance. ___________________________________ (a) $100 invested in stock or index on December 31, 2019, including reinvestment of dividends in additional shares of the same class of equity securities.
This increase was in addition to the remaining authorized shares under our prior common stock repurchase program that was authorized on February 25, 2015 (the Program). Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws.
This is the most recent authorization under our common stock repurchase program that was authorized on February 25, 2015 (the Program). Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws.
Unregistered Sales of Equity Securities We did not sell any unregistered securities from January 1, 2023, through December 31, 2023. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On July 28, 2022, our board of directors authorized the repurchase of an additional 1.5 million shares of our common stock.
Unregistered Sales of Equity Securities We did not sell any unregistered securities from January 1, 2024, through December 31, 2024. 31 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers On October 30, 2024, our board of directors authorized the repurchase of an additional 1.4 million shares of our common stock.
On February 9, 2024, there were 39,539,825 shares of our common stock outstanding, held by six stockholders of record, one of which was Cede & Co., which is the nominee of The Depository Trust Company. Dividends Information regarding the payment of dividends is discussed in more detail under “Financing Activities—Dividends on Common Stock” in Item 7.
On February 14, 2025, there were 37,932,989 shares of our common stock outstanding, held by six stockholders of record, one of which was Cede & Co., which is the nominee of The Depository Trust Company. 30 Table of Contents Dividends Information regarding the payment of dividends is discussed in more detail under "Financing Activities—Dividends on Common Stock" in "Item 7.
Management’s Discussion and Analysis of this Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs October 1, 2023 - October 31, 2023 — — — 1,971,311 November 1, 2023 - November 30, 2023 50,000 $ 97.75 50,000 1,921,311 December 1, 2023 - December 31, 2023 — — — 1,921,311 Total 50,000 $ 97.75 50,000 1,921,311 ITEM 6. [RESERVED] 33 Table of Contents
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 50,000 $ 137.54 50,000 2,038,966 November 1, 2024 - November 30, 2024 2,600 139.48 2,600 2,036,366 December 1, 2024 - December 31, 2024 228,150 127.79 228,150 1,808,216 Total 280,750 $ 129.64 280,750 1,808,216 ITEM 6. [RESERVED]
Set forth below is information regarding the Company's share repurchases under the Program during the fourth quarter ended December 31, 2023.
During fourth quarter 2024, we repurchased 280,750 shares under the Program at a cost of $36.4 million, or an average of $129.64 per share. Set forth below is information regarding the Company's share repurchases under the Program during the fourth quarter ended December 31, 2024.
Removed
(collectively, the "Previous Peer Group"). The change in peer group was to better reflect a broader view of the industry in which we compete, as the S&P 600 Building Products Index represents small capitalization building products industry performance.
Removed
As of December 31, 2023, there were 1,921,311 shares of common stock that may yet be purchased under the Program. During fourth quarter 2023, we repurchased 50,000 shares under the Program at a cost of $4.9 million, or an average of $97.75 per share.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeManagement's Discussion and Analysis of Financial Condition and Results of Operations 34 Understanding Our Financial Information 34 Overview 34 Factors That Affect Our Operating Results and Trends 35 Our Operating Results 38 Income Tax Provision 41 Liquidity and Capital Resources 42 Guarantees 45 Seasonal Influences 45 Disclosures of Financial Market Risks 46 Financial Instruments 47 Environmental 47 Critical Accounting Estimates 50 Non-GAAP Financial Measures 51 New and Recently Adopted Accounting Standards 52 Item 7A.
Biggest changeManagement's Discussion and Analysis of Financial Condition and Results of Operations 32 Understanding Our Financial Information 32 Overview 32 Factors That Affect Our Operating Results and Trends 33 Our Operating Results 36 Income Tax Provision 39 Liquidity and Capital Resources 39 Guarantees 43 Seasonal Influences 43 Disclosures of Financial Market Risks 43 Financial Instruments 44 Environmental 45 Critical Accounting Estimates 47 Non-GAAP Financial Measures 48 New and Recently Adopted Accounting Standards 50 Item 7A.
Commitments, Legal Proceedings and Contingencies, and Guarantees 86 Reports of Independent Registered Public Accounting Firm 87
Commitments, Legal Proceedings and Contingencies, and Guarantees 84 Reports of Independent Registered Public Accounting Firm 86
Goodwill and Intangible Assets 72 8. Debt 73 ii Table of Contents 9. Leases 75 10. Retirement and Benefit Plans 77 11. Long-Term Incentive Compensation Plans 78 12. Stockholders' Equity 80 13. Transactions with Related Party 82 14. Financial Instrument Risk 82 15. Segment Information 83 16.
Goodwill and Intangible Assets 70 8. Debt 71 ii Table of Contents 9. Leases 73 10. Retirement and Benefit Plans 75 11. Long-Term Incentive Compensation Plans 76 12. Stockholders' Equity 78 13. Transactions with Related Party 80 14. Financial Instrument Risk 80 15. Segment Information 81 16.
Quantitative and Qualitative Disclosures About Market Risk 52 Item 8. Financial Statements and Supplementary Data 53 Notes to Consolidated Financial Statements 59 1. Nature of Operations and Basis of Presentation 59 2. Summary of Significant Accounting Policies 59 3. Revenues 64 4. Income Taxes 66 5. Net Income Per Common Share 68 6. Acquisitions 69 7.
Quantitative and Qualitative Disclosures About Market Risk 50 Item 8. Financial Statements and Supplementary Data 51 Notes to Consolidated Financial Statements 57 1. Nature of Operations and Basis of Presentation 57 2. Summary of Significant Accounting Policies 57 3. Revenues 63 4. Income Taxes 65 5. Net Income Per Common Share 67 6. Acquisitions 68 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table reconciles net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31 2023 2022 2021 Net income $ 483,656 $ 857,658 $ 712,486 Interest expense 25,496 25,412 24,806 Interest income (48,106) (12,263) (195) Income tax provision 161,393 288,723 236,365 Depreciation and amortization 132,467 101,593 80,753 EBITDA 754,906 1,261,123 1,054,215 Change in fair value of interest rate swaps 1,791 (3,559) (1,745) Adjusted EBITDA $ 756,697 $ 1,257,564 $ 1,052,470 51 Table of Contents The following table reconciles segment income and unallocated corporate costs to Segment EBITDA, EBITDA and Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31 2023 2022 2021 Wood Products Segment income $ 337,132 $ 575,167 $ 531,235 Depreciation and amortization 98,710 73,308 55,249 Segment EBITDA $ 435,842 $ 648,475 $ 586,484 Building Materials Distribution Segment income $ 335,808 $ 627,091 $ 481,085 Depreciation and amortization 32,353 27,005 24,007 Segment EBITDA $ 368,161 $ 654,096 $ 505,092 Corporate Unallocated corporate costs $ (48,554) $ (44,409) $ (40,517) Foreign currency exchange gain (loss) 7 (1,584) (10) Pension expense (excluding service costs) (163) (294) (76) Change in fair value of interest rate swaps (1,791) 3,559 1,745 Depreciation and amortization 1,404 1,280 1,497 EBITDA (49,097) (41,448) (37,361) Change in fair value of interest rate swaps 1,791 (3,559) (1,745) Corporate Adjusted EBITDA $ (47,306) $ (45,007) $ (39,106) Total Company Adjusted EBITDA $ 756,697 $ 1,257,564 $ 1,052,470 New and Recently Adopted Accounting Standards For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8.
Biggest changeThe following table reconciles net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31 2024 2023 2022 Net income $ 376,354 $ 483,656 $ 857,658 Interest expense 24,067 25,496 25,412 Interest income (39,139) (48,106) (12,263) Income tax provision 125,405 161,393 288,723 Depreciation and amortization 144,113 132,467 101,593 EBITDA 630,800 754,906 1,261,123 Change in fair value of interest rate swaps 2,038 1,791 (3,559) Adjusted EBITDA $ 632,838 $ 756,697 $ 1,257,564 49 Table of Contents The following table reconciles segment income and unallocated corporate costs to Segment EBITDA, EBITDA and Adjusted EBITDA for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31 2024 2023 2022 Wood Products Segment income $ 231,454 $ 337,132 $ 575,167 Depreciation and amortization 93,203 98,710 73,308 Segment EBITDA $ 324,657 $ 435,842 $ 648,475 Building Materials Distribution Segment income $ 303,385 $ 335,808 $ 627,091 Depreciation and amortization 49,534 32,353 27,005 Segment EBITDA $ 352,919 $ 368,161 $ 654,096 Corporate Unallocated corporate costs $ (44,801) $ (48,554) $ (44,409) Foreign currency exchange gain (loss) (1,164) 7 (1,584) Pension expense (excluding service costs) (149) (163) (294) Change in fair value of interest rate swaps (2,038) (1,791) 3,559 Depreciation and amortization 1,376 1,404 1,280 EBITDA (46,776) (49,097) (41,448) Change in fair value of interest rate swaps 2,038 1,791 (3,559) Corporate Adjusted EBITDA $ (44,738) $ (47,306) $ (45,007) Total Company Adjusted EBITDA $ 632,838 $ 756,697 $ 1,257,564 New and Recently Adopted Accounting Standards For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8.
Our other Oregon mills were identified in the third and fourth tier groups and will likely not be selected for several more years. When selected into the program, the facilities may incur expenses to evaluate the risk to the public and may be required to incur additional operating or capital expenditures to mitigate any significant risk.
Our other Oregon mills were identified in the third and fourth tier risk groups and will likely not be selected for several more years. When selected into the program, the facilities will incur expenses to evaluate the risk to the public and may be required to incur additional operating or capital expenditures to mitigate any significant risk.
We also believe EBITDA and Adjusted EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates.
We also believe EBITDA, Adjusted EBITDA and Segment EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates.
EBITDA and Adjusted EBITDA, however, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity.
EBITDA, Adjusted EBITDA and Segment EBITDA, however, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity.
The dividend policy may be suspended or canceled at the discretion of the board of directors at any time. For more information regarding our dividend declarations and payments made during 2023 and 2022, see Note 12, Stockholders' Equity, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
The dividend policy may be suspended or canceled at the discretion of the board of directors at any time. For more information regarding our dividend declarations and payments made during 2024 and 2023, see Note 12, Stockholders' Equity, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
(b) Represents the weighted average variable interest rate receivable on our interest rate swap at December 31, 2023. Environmental We are subject to a wide range of general and industry-specific environmental laws and regulations. In particular, we are affected by laws and regulations covering air emissions, wastewater discharges, solid and hazardous waste management, and site remediation.
(b) Represents the weighted average variable interest rate receivable on our interest rate swap at December 31, 2024. Environmental We are subject to a wide range of general and industry-specific environmental laws and regulations. In particular, we are affected by laws and regulations covering air emissions, wastewater discharges, solid and hazardous waste management, and site remediation.
We also use various resins and glues in our manufacturing processes, which accounted for approximately 6% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2023. The costs of resins and glues are influenced by changes in the prices of raw material input costs, primarily fossil fuel products.
We also use various resins and glues in our manufacturing processes, which accounted for approximately 6% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2024. The costs of resins and glues are influenced by changes in the prices of raw material input costs, primarily fossil fuel products.
New residential construction activity has historically been volatile with demand for new residential construction influenced by seasonal weather factors, mortgage availability and rates, housing affordability constraints, unemployment levels, wage growth, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, consumer confidence, and other general economic factors.
New residential construction activity has historically been volatile with demand for new residential construction influenced by seasonal weather factors, mortgage availability and rates, housing affordability constraints, home equity levels, unemployment levels, wage growth, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, consumer confidence, and other general economic factors.
During the years ended December 31, 2023 and 2022, the primary reason for the difference between the federal statutory income tax rate of 21% and the effectiv e tax rate was the effect of state taxes. For more information related to our income taxes, see Note 4, Income Taxes, of the Notes to Consolidated Financial Statements in "Item 8.
During the years ended December 31, 2024 and 2023, the primary reason for the difference between the federal statutory income tax rate of 21% and the effectiv e tax rate was the effect of state taxes. For more information related to our income taxes, see Note 4, Income Taxes, of the Notes to Consolidated Financial Statements in "Item 8.
At December 31, 2023, our cash was invested in high-quality, short-term investments, which we record in "Cash and cash equivalents." The majority of our cash and cash equivalents is comprised of money market funds that are broadly diversified and invested in high-quality, short-duration securities, including U.S. government agency securities and similar instruments.
At December 31, 2024, our cash was invested in high-quality, short-term investments, which we record in "Cash and cash equivalents." The majority of our cash and cash equivalents is comprised of money market funds that are broadly diversified and invested in high-quality, short-duration securities, including U.S. government agency securities and similar instruments.
OSB is a commodity, and prices have been historically volatile in response to economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns.
OSB is a commodity, and prices have historically been volatile in response to economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, trade policies, inventory levels in various distribution channels, and seasonal demand patterns.
The table presents principal cash flows and related weighted average interest rates by expected maturity dates. For obligations with variable interest rate sensitivity, the table sets forth payout amounts based on December 31, 2023 rates and does not attempt to project future rates.
The table presents principal cash flows and related weighted average interest rates by expected maturity dates. For obligations with variable interest rate sensitivity, the table sets forth payout amounts based on December 31, 2024 rates and does not attempt to project future rates.
However, we cannot guarantee that we will be in compliance with environmental requirements at all times, and we cannot guarantee that we will not incur fines and penalties in the future. In 2023, we paid an insignificant amount in environmental fines and penalties. We incur capital and operating expenditures to comply with federal, state, and local environmental laws and regulations.
However, we cannot guarantee that we will be in compliance with environmental requirements at all times, and we cannot guarantee that we will not incur fines and penalties in the future. In 2024, we paid an insignificant amount in environmental fines and penalties. We incur capital and operating expenditures to comply with federal, state, and local environmental laws and regulations.
We expect to fund our seasonal and intra-month working capital requirements in 2024 from cash on hand and, if necessary, borrowings under our revolving credit facility. Consistent with our historical patterns, we expect working capital increases to use cash in the first quarter of 2024.
We expect to fund our seasonal and intra-month working capital requirements in 2025 from cash on hand and, if necessary, borrowings under our revolving credit facility. Consistent with our historical patterns, we expect working capital increases to use cash in the first quarter of 2025.
For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.
For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.
"Risk Factors." References to "fiscal year" or "fiscal" refer to our fiscal year ending on December 31 in each calendar year. The following sections discuss our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022.
"Risk Factors." References to "fiscal year" or "fiscal" refer to our fiscal year ending on December 31 in each calendar year. The following sections discuss our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The following is information about the notional amount and interest rate by contractual maturity date for our interest rate swap agreement, as well as the fair value at December 31, 2023: December 31, 2023 2024 2025 2026 2027 2028 There- after Total Fair Value (millions, other than percentages) Interest rate swap Variable to fixed notional amount $ — $ 50.0 $ — $ — $ — $ — $ 50.0 $ 3.0 Average pay rate (a) — 0.4 % — — — — 0.4 % — Average receive rate (b) — 5.5 % — — — — 5.5 % — _______________________________________ (a) Represents the weighted average actual fixed interest rate payable on our interest rate swap.
The following is information about the notional amount and interest rate by contractual maturity date for our interest rate swap agreement, as well as the fair value at December 31, 2024: December 31, 2024 2025 2026 2027 2028 2029 There- after Total Fair Value (millions, other than percentages) Interest rate swap Variable to fixed notional amount $ 50.0 $ — $ — $ — $ — $ — $ 50.0 $ 0.9 Average pay rate (a) 0.4 % — — — — — 0.4 % — Average receive rate (b) 4.5 % — — — — — 4.5 % — _______________________________________ (a) Represents the weighted average actual fixed interest rate payable on our interest rate swap.
None of our manufacturing facilities use coal or fuel oil as primary energy sources to manufacture products. The use of our products is an energy efficient building choice, and results in lower greenhouse gas (GHG) emissions during manufacturing, when used in place of more fossil fuel-intensive materials.
None of our manufacturing facilities use coal or fuel oil as primary energy sources to manufacture products. 45 Table of Contents The use of our products is an energy efficient building choice, and results in lower greenhouse gas (GHG) emissions during manufacturing, when used in place of more fossil fuel-intensive materials.
At times, the price for any one or more of the products we produce or distribute may fall below our cash production or purchase costs, requiring us to either incur short-term losses on product sales or curtail production at one or more of our manufacturing facilities.
At times, the price for any one 33 Table of Contents or more of the products we produce or distribute may fall below our cash production or purchase costs, requiring us to either incur short-term losses on product sales or curtail production at one or more of our manufacturing facilities.
We have a broad base of customers, which includes a diverse mix of dealers, home improvement centers, leading wholesalers, specialty distributors, and industrial converters. Our Wood Products and BMD segments are integrated from wood fiber procurement through distribution.
We have a broad base of customers, which includes a diverse mix of dealers, home improvement centers, leading wholesalers, specialty distributors, and industrial converters. Our Wood Products and BMD 32 Table of Contents segments are integrated from wood fiber procurement through distribution.
The $120 million is estimated using current contractual index pricing, but actual prices depend on future market prices. We are required to purchase approximately $36 million of logs within 12 months. Under certain log agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown.
The $69 million is estimated using current contractual index pricing, but actual prices depend on future market prices. We are required to purchase approximately $42 million of logs within 12 months. Under certain log agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown.
Financial Statements and Supplementary Data" of this Form 10-K. The table assumes our long-term debt is held to maturity. (b) We estimated the fair value using quoted market prices of our debt in inactive markets. The table below provides information as of December 31, 2023, about our interest rate swap.
Financial Statements and Supplementary Data" of this Form 10-K. The table assumes our long-term debt is held to maturity. (b) We estimated the fair value using quoted market prices of our debt in inactive markets. 44 Table of Contents The table below provides information as of December 31, 2024, about our interest rate swap.
December 31, 2023 2024 2025 2026 2027 2028 There- after Total Fair Value (b) (millions, other than percentages) Long-term debt Fixed-rate debt payments (a) Senior Notes $ — $ — $ — $ — $ — $ 400.0 $ 400.0 $ 374.5 Average interest rates — — — — — 4.875 % 4.875 % — Variable-rate debt payments (a) Term Loan $ — $ — $ — $ 50.0 $ — $ — $ 50.0 $ 50.0 Average interest rates — — — 6.2 % — — 6.2 % — _______________________________________ (a) These obligations are further explained in Note 8, Debt, of the Notes to Consolidated Financial Statements in "Item 8.
December 31, 2024 2025 2026 2027 2028 2029 There- after Total Fair Value (b) (millions, other than percentages) Long-term debt Fixed-rate debt payments (a) Senior Notes $ — $ — $ — $ — $ — $ 400.0 $ 400.0 $ 377.0 Average interest rates — — — — — 4.875 % 4.875 % — Variable-rate debt payments (a) Term Loan $ — $ — $ 50.0 $ — $ — $ — $ 50.0 $ 50.0 Average interest rates — — 5.2 % — — — 5.2 % — _______________________________________ (a) These obligations are further explained in Note 8, Debt, of the Notes to Consolidated Financial Statements in "Item 8.
Our current critical accounting estimates are as follows: EWP Rebates and Allowances We provide EWP rebates at various stages of the supply chain (including distributors, dealers, and homebuilders) as a means to increase sales.
Our current critical accounting estimates are as follows: 47 Table of Contents EWP Rebates and Allowances We provide EWP rebates at various stages of the supply chain (including distributors, dealers, and homebuilders) as a means to increase sales.
As a result, we are exposed to movements in foreign currency exchange rates, primarily in Canada, but we do not believe our exposure to currency fluctuations is significant. 46 Table of Contents Financial Instruments The table below provides information as of December 31, 2023, about our financial instruments that are sensitive to changes in interest rates.
As a result, we are exposed to movements in foreign currency exchange rates, primarily in Canada, but we do not believe our exposure to currency fluctuations is significant. Financial Instruments The table below provides information as of December 31, 2024, about our financial instruments that are sensitive to changes in interest rates.
Failure to comply with these laws and regulations could result in civil or criminal fines or penalties or in enforcement actions. Our failure to comply could also result in governmental or judicial orders that stop or interrupt our 47 Table of Contents operations or require us to take corrective measures, install additional pollution control equipment, or take other remedial actions.
Failure to comply with these laws and regulations could result in civil or criminal fines or penalties or in enforcement actions. Our failure to comply could also result in governmental or judicial orders that stop or interrupt our operations or require us to take corrective measures, install additional pollution control equipment, or take other remedial actions.
For information related to our interest rate swap, see the discussion under "Disclosures of Financial Market Risks" and "Financial Instruments" included in this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
Change in fair value of interest rate swaps. For information related to our interest rate swap, see the discussion under "Disclosures of Financial Market Risks" and "Financial Instruments" included in this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
Interest Rate Risk We are exposed to interest rate risk arising from fluctuations in variable-rate SOFR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility. At December 31, 2023, we had $50.0 million of variable-rate debt outstanding based on one-month term SOFR.
Interest Rate Risk We are exposed to interest rate risk arising from fluctuations in variable-rate Secured Overnight Financing Rate (SOFR) on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility. At December 31, 2024, we had $50.0 million of variable-rate debt outstanding based on one-month term SOFR.
Cost and Availability of Raw Materials Our principal raw material is wood fiber, which accounted for approximately 40% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation), for our Wood Products segment in 2023.
Cost and Availability of Raw Materials Our principal raw material is wood fiber, which accounted for approximately 39% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation), for our Wood Products segment in 2024.
See "Dividends on Common Stock" below for further discussion of common stock dividend 43 Table of Contents payments and "Stock Repurchase Program" below for further discussion of stock repurchases. During 2023, we did not borrow under our revolving credit facility and therefore had no borrowings outstanding on the facility as of December 31, 2023.
See "Dividends on Common Stock" below for further discussion of common stock dividend payments and "Stock Repurchase Program" below for further discussion of stock repurchases. During 2024, we did not borrow under our revolving credit facility and therefore had no borrowings outstanding on the facility as of December 31, 2024.
During 2023 and 2022, we spent approximately $3 million and $4 million, respectively, on capital expenditures to comply with environmental requirements. We expect to spend approximately $10 million in 2024 for this purpose.
During 2024 and 2023, we spent approximately $5 million and $3 million, respectively, on capital expenditures to comply with environmental requirements. We expect to spend approximately $4 million in 2025 for this purpose.
In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments. At December 31, 2023, we had one interest rate swap agreement.
In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments. 43 Table of Contents At December 31, 2024, we had one interest rate swap agreement.
Other Material Cash Requirements Long-term Debt and Interest As of December 31, 2023, we had long-term debt with varying maturities totaling an aggregate principal of $450.0 million, with no principal payments required within 12 months. Future interest payments associated with the long-term debt total $147.9 million, with $22.6 million payable within 12 months.
Other Material Cash Requirements Long-term Debt and Interest As of December 31, 2024, we had long-term debt with varying maturities totaling an aggregate principal of $450.0 million, with no principal payments required within 12 months. Future interest payments associated with the long-term debt total approximately $124 million, with approximately $22 million payable within 12 months.
OSB accounted for approximately 5% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2023.
OSB accounted for approximately 6% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2024.
Our operating and finance lease obligations could change based on whether we actually exercise these renewal options and/or if we entered into additional lease agreements. See Note 2, Summary of Significant Accounting Policies, and Note 9, Leases, of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
Our operating and finance lease obligations could change based on whether we actually exercise these renewal options and/or if we entered into additional lease agreements. See Note 2, Summary of Significant Accounting Policies, and Note 9, Leases, of the Notes to Consolidated Financial Statements in "Item 8.
Our board of directors, at its discretion, may increase or decrease the number of authorized shares or terminate the Program at any time. During the year ended December 31, 2023, we repurchased 75,678 shares under the Program. As of December 31, 2023, there were approximately 1.9 million shares of common stock that may yet be purchased under the program.
Our board of directors, at its discretion, may increase or decrease the number of authorized shares or terminate the Program at any time. During the year ended December 31, 2024, we repurchased 1,513,095 shares under the Program. As of December 31, 2024, there were approximately 1.8 million shares of common stock that may yet be purchased under the Program.
Therefore, although our long-term contracts provide us with supplies of raw materials and energy that are more stable than open-market purchases, in many cases, they may not alleviate fluctuations in market prices. 37 Table of Contents Our Operating Results The following tables set forth our operating results in dollars and as a percentage of sales for the years ended December 31, 2023 and 2022: Year Ended December 31 2023 2022 (millions) Sales $ 6,838.2 $ 8,387.3 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 5,409.3 6,472.5 Depreciation and amortization 132.5 101.6 Selling and distribution expenses 559.5 553.3 General and administrative expenses 114.4 103.8 Other (income) expense, net (1.9) (1.7) 6,213.9 7,229.5 Income from operations $ 624.4 $ 1,157.8 (percentage of sales) Sales 100.0 % 100.0 % Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 79.1 % 77.2 % Depreciation and amortization 1.9 1.2 Selling and distribution expenses 8.2 6.6 General and administrative expenses 1.7 1.2 Other (income) expense, net — — 90.9 % 86.2 % Income from operations 9.1 % 13.8 % 38 Table of Contents Sales Volumes and Prices Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our BMD segment for the years ended December 31, 2023 and 2022.
Therefore, although our long-term contracts provide us with supplies of raw materials and energy that are more stable than open-market purchases, in many cases, they may not alleviate fluctuations in market prices. 35 Table of Contents Our Operating Results The following tables set forth our operating results in dollars and as a percentage of sales for the years ended December 31, 2024 and 2023: Year Ended December 31 2024 2023 (millions) Sales $ 6,724.3 $ 6,838.2 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 5,393.6 5,409.3 Depreciation and amortization 144.1 132.5 Selling and distribution expenses 594.9 559.5 General and administrative expenses 102.3 114.4 Other (income) expense, net (0.7) (1.9) 6,234.3 6,213.9 Income from operations $ 490.0 $ 624.4 (percentage of sales) Sales 100.0 % 100.0 % Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 80.2 % 79.1 % Depreciation and amortization 2.1 1.9 Selling and distribution expenses 8.8 8.2 General and administrative expenses 1.5 1.7 Other (income) expense, net — — 92.7 % 90.9 % Income from operations 7.3 % 9.1 % 36 Table of Contents Sales Volumes and Prices Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our BMD segment for the years ended December 31, 2024 and 2023.
As described below, the decrease in sales was driven by the changes in sales prices and volumes for the products we manufacture and distribute with single-family residential construction activity being the key demand driver for our sales. During 2023, total U.S. housing starts and single-family housing starts decreased 9% and 6%, respectively, compared with 2022.
As described below, the decrease in sales was driven by the changes in sales prices and volumes for the products we manufacture and distribute with single-family residential construction activity being the key demand driver for our sales. During 2024, total U.S. housing starts decreased 4%, while single-family housing starts increased 7%, compared with 2023.
Year Ended December 31 2023 2022 (thousands) U.S.
Year Ended December 31 2024 2023 (thousands) U.S.
In addition, EWP demand will be highly influenced by single-family housing starts. Industry supply for the products we produce and distribute is influenced primarily by price-induced changes in the operating rates of existing facilities, but is also influenced over time by the introduction of new product technologies, capacity additions and closures, the restart of idled capacity, and log availability.
Industry supply for the products we produce and distribute is influenced primarily by price-induced changes in the operating rates of existing facilities, but is also influenced over time by the introduction of new product technologies, capacity additions and closures, the restart of idled capacity, and log availability.
We used $48.8 million of cash during the year ended December 31, 2023, as cash provided by operations was offset by capital spending, funding the BROSCO Acquisition and dividends paid on our common stock. A further description of our cash sources and uses for the comparative periods are discussed in "Liquidity and Capital Resources" below.
We used $236.3 million of cash during the year ended December 31, 2024, as cash provided by operations was offset by capital spending, dividends paid on our common stock, and treasury stock purchases. A further description of our cash sources and uses for the comparative periods are discussed in "Liquidity and Capital Resources" below.
Furthermore, changing demographics could impact product consumption and demand, including urbanization compounding issues around affordability, increasing importance of multi-family housing, declining size of single-family entry-level housing, increasing proportion of homes in warmer and/or coastal areas using slab-on-grade construction, reduced birthing statistics, and changing baby boomer needs freeing up housing capacity.
Furthermore, changing demographics could impact product consumption and demand, including urbanization compounding issues around affordability, increasing importance of multi-family housing, declining size of single-family entry-level housing, increasing proportion of homes using slab-on-grade construction, reduced birthing statistics, and changing baby boomer needs freeing up housing capacity. In addition, EWP demand will be highly influenced by single-family housing starts.
The use of EBITDA and Adjusted EBITDA instead of net income or segment income have limitations as analytical tools, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for these limitations by relying on our GAAP results.
The use of EBITDA, Adjusted EBITDA and Segment EBITDA instead of net income or segment income have limitations as analytical tools, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs.
Therefore, our profitability with respect to these commodity products depends, in significant part, on effective facilities maintenance programs, and on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs.
Therefore, our profitability with respect to these commodity products depends, in significant part, on effective facilities maintenance and procurement programs, and on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs. Composite structural panel and lumber prices have been volatile historically.
Composite structural panel and lumber prices have been volatile historically. 35 Table of Contents The following table provides changes in the average composite panel, including certain panel subcategories, and average composite lumber prices as reflected by Random Lengths, an industry publication, for the period noted below.
The following table provides changes in the average composite panel, including certain panel subcategories, and average composite lumber prices as reflected by Random Lengths, an industry publication, for the period noted below.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of assets and the effects of changes on these valuations, the timing, precision, and reliability of our estimates are subject to uncertainty.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of assets and the effects of changes on these valuations, the timing, precision, and reliability of our estimates are subject to uncertainty. As additional information becomes known, we may change our estimates.
Year Ended December 31 2023 versus 2022 Increase (decrease) in composite panel prices (32)% Increase (decrease) in Western Fir plywood prices (20)% Increase (decrease) in Southern Pine plywood prices (23)% Increase (decrease) in OSB prices (42)% Increase (decrease) in composite lumber prices (47)% In our Wood Products segment, we manufacture plywood, but not OSB, and therefore our reported prices may not trend with the overall composite panel price index.
Year Ended December 31 2024 versus 2023 Increase (decrease) in composite panel prices 1% Increase (decrease) in Western Fir plywood prices 1% Increase (decrease) in Southern Pine plywood prices (5)% Increase (decrease) in OSB prices 6% Increase (decrease) in composite lumber prices (3)% In our Wood Products segment, we manufacture plywood, but not OSB, and therefore our reported prices may not trend with the overall composite panel price index.
Debt Structure For information related to our debt transactions and debt structure, see Note 8, Debt, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
Debt Structure For information related to our debt transactions and debt structure, see Note 8, Debt, of the Notes to Consolidated Financial Statements in "Item 8.
Materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood Products segment increased by 770 basis points, which was due primarily to lower plywood and EWP sales prices, resulting in decreased leveraging of labor and other manufacturing costs .
Materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood Products segment increased by 480 basis points, due primarily to lower EWP and plywood sales prices.
Income Tax Provision For the years ended December 31, 2023 and 2022, we recorded $161.4 million and $288.7 million, respectively, of income tax expense and had an effective rate of 25.0% and 25.2%, respectively.
Income Tax Provision For the years ended December 31, 2024 and 2023, we recorded $125.4 million and $161.4 million, respectively, of income tax expense and had an effective rate of 25.0% for both periods.
Working capital is subject to cyclical operating needs, seasonal buying patterns for inventory purchased for resale and logs, the timing of the collection of receivables, and the timing of payment of payables and expenses.
Working capital is subject to cyclical operating needs, seasonal buying patterns for inventory purchased for resale and logs, participation in early-buy programs with certain vendors, the timing of the collection of receivables, and the timing of payment of payables and expenses.
During 2023, approximately 66% of our Wood Products segment sales, or approximately 78% and 42% of our Wood Product segment's EWP and plywood sales volumes, respectively, were to our BMD segment. Executive Summary We recorded income from operations of $624.4 million during the year ended December 31, 2023, compared with $1,157.8 million during the same period in the prior year.
During 2024, approximately 70% of our Wood Products segment sales, or approximately 75% and 50% of our Wood Product segment's EWP and plywood sales volumes, respectively, were to our BMD segment. Executive Summary We recorded income from operations of $490.0 million during the year ended December 31, 2024, compared with $624.4 million during the same period in the prior year.
Our distribution business purchases and resells a broad mix of products with periods of increasing prices providing the opportunity for higher sales and increased margins, while declining price environments expose us to declines in sales and profitability.
As a manufacturer of certain commodity products, we have sales and profitability exposure to declines in commodity product prices and rising input costs. Our distribution business purchases and resells a broad mix of products with periods of increasing prices providing the opportunity for higher sales and increased margins, while declining price environments expose us to declines in sales and profitability.
See "Operating Results" above for a discussion on our results for 2023. • A $23.6 million decrease in working capital during 2023, compared with a $41.0 million decrease in working capital during 2022.
See "Our Operating Results" above for a discussion on our results for 2024. • A $94.8 million increase in working capital during 2024, compared with a $23.6 million decrease in working capital during 2023.
The decrease in working capital in 2022 was primarily attributable to lower receivables, offset partially by an increase 42 Table of Contents in inventories and a decrease in accounts payable and accrued liabilities.
The increase in working capital in 2024 was primarily attributable to an increase in inventories and a decrease in accounts payable and accrued liabilities, offset partially by decreased receivables.
For further discussion of commodity price risk, refer to "Item 1A. Risk Factors" of this Form 10-K and "Factors That Affect Our Operating Results and Trends" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Risk Factors" of this Form 10-K and "Factors That Affect Our Operating Results and Trends" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Housing Starts (a) Single-family 947.2 1,005.2 Multi-family 472.7 547.4 1,419.9 1,552.6 (millions) Segment Sales Wood Products $ 1,932.6 $ 2,115.9 Building Materials Distribution 6,178.7 7,643.6 Intersegment eliminations (1,273.0) (1,372.2) $ 6,838.2 $ 8,387.3 (millions) Wood Products Sales Volumes Laminated veneer lumber (LVL) (cubic feet) 17.4 17.6 I-joists (equivalent lineal feet) 220 229 Plywood (sq. ft.) (3/8" basis) 1,599 1,319 Lumber (board feet) 125 83 (dollars per unit) Wood Products Average Net Selling Prices LVL (cubic foot) $ 30.01 $ 30.56 I-joists (1,000 equivalent lineal feet) 2,088 2,178 Plywood (1,000 sq. ft.) (3/8" basis) 372 523 Lumber (1,000 board feet) 667 927 (percentage of BMD sales) Building Materials Distribution Product Line Sales Commodity 37.8 % 44.9 % General line 39.5 % 33.3 % Engineered wood products 22.7 % 21.8 % Gross margin percentage (b) 15.0 % 15.8 % _______________________________________ (a) Actual U.S. housing starts as reported by the U.S.
Housing Starts (a) Single-family 1,012.1 947.7 Multi-family 353.9 472.3 1,366.0 1,420.0 (millions) Segment Sales Wood Products $ 1,832.3 $ 1,932.6 Building Materials Distribution 6,166.5 6,178.7 Intersegment eliminations (1,274.5) (1,273.0) $ 6,724.3 $ 6,838.2 (millions) Wood Products Sales Volumes Laminated veneer lumber (LVL) (cubic feet) 19.4 17.4 I-joists (equivalent lineal feet) 234 220 Plywood (sq. ft.) (3/8" basis) 1,517 1,599 Lumber (board feet) 78 125 (dollars per unit) Wood Products Average Net Selling Prices LVL (cubic foot) $ 27.87 $ 30.01 I-joists (1,000 equivalent lineal feet) 1,949 2,088 Plywood (1,000 sq. ft.) (3/8" basis) 355 372 Lumber (1,000 board feet) 682 667 (percentage of BMD sales) Building Materials Distribution Product Line Sales Commodity 35.8 % 37.8 % General line 42.4 % 39.5 % Engineered wood products 21.8 % 22.7 % Gross margin percentage (b) 15.3 % 15.0 % _______________________________________ (a) Actual U.S. housing starts as reported by the U.S.
Gross margin percentage is gross margin as a percentage of segment sales. 39 Table of Contents 2023 Compared With 2022 Sales For the year ended December 31, 2023, total sales decreased $1,549.1 million, or 18%, to $6,838.2 million from $8,387.3 million during the year ended December 31, 2022.
Gross margin percentage is gross margin as a percentage of segment sales. 37 Table of Contents 2024 Compared With 2023 Sales For the year ended December 31, 2024, total sales decreased $114.0 million, or 2%, to $6,724.3 million from $6,838.2 million during the year ended December 31, 2023.
Costs and Expenses Materials, labor, and other operating expenses (excluding depreciation) decreased $1,063.2 million, or 16%, to $5,409.3 million for the year ended December 31, 2023, compared with $6,472.5 million during the prior year.
Costs and Expenses Materials, labor, and other operating expenses (excluding depreciation) decreased $15.7 million, or less than 1%, to $5,393.6 million for the year ended December 31, 2024, compared with $5,409.3 million during the prior year.
Our cash and cash equivalents decreased by $48.8 million during the year ended December 31, 2023, as cash provided by operations was offset by capital spending, funding the BROSCO Acquisition and dividends paid on our common stock, as further discussed below.
Our cash and cash equivalents decreased by $236.3 million during the year ended December 31, 2024, as cash provided by operations was offset by capital spending, dividends paid on our common stock, and treasury stock purchases, as further discussed below.
An impairment of a long-lived asset exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value.
No triggering event was identified during the year ended December 31, 2024. An impairment of a long-lived asset exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value.
Financing Activities During 2023, our financing activities used $360.7 million of cash, including $346.5 million for common stock dividend payments, $6.4 million for the repurchase of 75,678 shares of our common stock, and $5.9 million of tax withholding payments on stock-based awards.
During 2023, our financing activities used $360.7 million of cash, including $346.5 million in common stock dividend payments, $6.4 million for the repurchase of 75,678 shares of our common stock, and $5.9 million of tax withholding payments on stock-based awards. At December 31, 2023, we had no borrowings outstanding under the revolving credit facility.
We believe EBITDA and Adjusted EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance.
We also disclose Segment EBITDA, which is segment income before depreciation and amortization. 48 Table of Contents We believe EBITDA, Adjusted EBITDA and Segment EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance.
The following table provides the change in our average per-unit log costs for the period noted below: Year Ended December 31 2023 versus 2022 Increase (decrease) in per-unit log costs (4)% 36 Table of Contents Our log requirements and our access to supply, as well as the cost of obtaining logs, are subject to change based on, among other things, the availability of logs in each of our operating areas, our operating schedules, competition from other manufacturers, the effect of governmental laws and regulations, impacts of weather or fire on log availability, and the status of environmental appeals.
Logs comprised approximately 78% of our wood fiber costs during 2024, and we satisfy our log requirements through a combination of purchases under supply agreements, open-market purchases, and purchases pursuant to contracts awarded under public auctions. 34 Table of Contents The following table provides the change in our average per-unit log costs for the period noted below: Year Ended December 31 2024 versus 2023 Increase (decrease) in per-unit log costs (1)% Our log requirements and our access to supply, as well as the cost of obtaining logs, are subject to change based on, among other things, the availability of logs in each of our operating areas, our operating schedules, competition from other manufacturers, the effect of governmental laws and regulations, impacts of weather or fire on log availability, and the status of environmental appeals.
Financial Statements and Supplementary Data" of this Form 10-K. 41 Table of Contents Liquidity and Capital Resources We ended 2023 with $949.6 million of cash and cash equivalents and $445.3 million of debt. At December 31, 2023, we had $1,345.5 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability).
Financial Statements and Supplementary Data" of this Form 10-K. Liquidity and Capital Resources We ended 2024 with $713.3 million of cash and cash equivalents and $450.0 million of debt. At December 31, 2024, we had $1,109.0 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability).
We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital, income tax payments, and to pay cash dividends to holders of our common stock over the next 12 months.
Though we have not experienced any losses on our cash and cash equivalents to date, and we do not anticipate incurring any losses, we cannot be assured that we will not experience losses on our short-term investments. 39 Table of Contents We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital, income tax payments, and to pay cash dividends to holders of our common stock over the next 12 months.
As additional information becomes known, we may change our estimates. 50 Table of Contents Non-GAAP Financial Measures In evaluating our business, we utilize non-GAAP financial measures that fall within the meaning of SEC Regulation G and Regulation S-K Item 10(e), which we believe provide users of the financial information with additional meaningful comparison to prior reported results.
Non-GAAP Financial Measures In evaluating our business, we utilize non-GAAP financial measures that fall within the meaning of SEC Regulation G and Regulation S-K Item 10(e), which we believe provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP financial measures do not have standardized definitions and are not defined by GAAP.
This level of capital expenditures could increase or decrease as a result of several factors, including acquisitions, efforts to further accelerate organic growth, exercise of lease purchase options, our financial results, future economic conditions, availability of engineering and construction resources, and timing and availability of equipment purchases. 2022 During the year ended December 31, 2022, we used $515.2 million of cash for the acquisition of Coastal Plywood.
This level of capital expenditures could increase or decrease as a result of several factors, including acquisitions, efforts to further accelerate organic growth, exercise of lease purchase options, our financial results, future economic conditions, availability of engineering and construction resources, and timing and availability of equipment purchases. 2023 During the year ended December 31, 2023, we used approximately $215.4 million of cash for purchases of property and equipment, which included business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance.
Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.
Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA, Adjusted EBITDA and Segment EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.
Our manufacturing facilities located in non-attainment areas would be subject to more stringent emission limits and permitting requirements, which could require additional costs to implement improvements to ensure compliance. Further, it could become more difficult to permit mill expansions, which may restrict our future growth.
Our manufacturing facilities located in non-attainment areas will be subject to more stringent emission limits and permitting requirements, which could require additional costs to implement improvements to ensure compliance.
At December 31, 2023 and 2022, we recorded a long-term asset of $3.0 million and $4.8 million, respectively, in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreement.
At December 31, 2024, we recorded a current asset of $0.9 million in "Prepaid expenses and other" on our Consolidated Balance Sheet. At December 31, 2023, we recorded a long-term asset of $3.0 million in "Other assets" on our Consolidated Balance Sheet. These assets represent the fair value of the interest rate swap agreement.
Demand for the products we manufacture, as well as the products we purchase and distribute, is correlated with new residential construction, residential repair-and-remodeling activity and light commercial construction. Residential construction, particularly new single-family construction, is the key demand driver for the products we manufacture and distribute.
Demand for the products we manufacture, as well as the products we purchase and distribute, is correlated with new residential construction, residential repair-and-remodeling activity, and light commercial construction. Residential construction, particularly new single-family construction, is the key demand driver for the products we manufacture and distribute. As reported by the U.S. Census Bureau, housing starts were 1.37 million in 2024.
By product line, commodity sales decreased 32%, or $1,096.6 million, general line product sales decreased 4%, or $99.3 million, and sales of EWP (substantially all of which is sourced through our Wood Products segment) decreased 16%, or $269.0 million.
By product line, commodity sales decreased 5%, or $128.0 million, general line product sales increased 7%, or $172.3 million, and sales of EWP (substantially all of which is sourced through our Wood Products segment) decreased 4%, or $56.5 million.
In our Wood Products segment, income decreased by $238.1 million to $337.1 million for the year ended December 31, 2023, from $575.2 million in 2022. The decrease in segment income was due primarily to lower plywood and EWP sales prices, as well as lower EWP sales volumes.
In our Wood Products segment, income decreased by $105.7 million to $231.5 million for the year ended December 31, 2024, from $337.1 million in 2023. The decrease in segment income was due primarily to lower EWP and plywood sales prices, as well as higher wood fiber and conversion costs. These decreases were offset partially by higher EWP sales volumes.
Year Ended December 31 2023 2022 (thousands) Net cash provided by operations $ 687,458 $ 1,041,219 Net cash used for investment (375,552) (625,456) Net cash used for financing (360,676) (166,326) Operating Activities 2023 Compared With 2022 In 2023, our operating activities generated $687.5 million of cash, compared with $1,041.2 million in 2022.
Year Ended December 31 2024 2023 (thousands) Net cash provided by operations $ 438,320 $ 687,458 Net cash used for investment (237,820) (375,552) Net cash used for financing (436,814) (360,676) Operating Activities 2024 Compared With 2023 In 2024, our operating activities generated $438.3 million of cash, compared with $687.5 million in 2023.
These decreases in segment income were offset partially by lower wood fiber costs and higher plywood sales volumes. Building Materials Distribution. For the year ended December 31, 2023, segment income decreased $291.3 million to $335.8 million from $627.1 million for the year ended December 31, 2022.
These decreases in segment income were offset partially by higher EWP sales volumes. Building Materials Distribution. For the year ended December 31, 2024, segment income decreased $32.4 million to $303.4 million from $335.8 million for the year ended December 31, 2023.
The $353.8 million decrease in cash provided by operations in 2023 relates primarily to the following: • A $238.1 million decrease in income in our Wood Products segment and a $291.3 million decrease in income in our BMD segment.
The $249.1 million decrease in cash provided by operations in 2024 relates primarily to the following: • A $105.7 million decrease in income in our Wood Products segment and a $32.4 million decrease in income in our BMD segment.
Lowering the PM-2.5 NAAQS would result in more areas within the U.S. that would exceed the NAAQS. These areas would be classified as non-attainment areas. It is possible that some of our manufacturing facilities would be located in areas that will be reclassified as non-attainment areas. Non-attainment areas must develop regulations designed to bring the areas into attainment.
It is possible that some of our manufacturing facilities are located in areas that will be reclassified as non-attainment areas. Non-attainment areas must develop regulations designed to bring the areas into attainment.
Dividends on Common Stock On November 14, 2017, our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock.
Financial Statements and Supplementary Data" of this Form 10-K. 41 Table of Contents Dividends on Common Stock On November 14, 2017, our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock.
Price fluctuations in our selling prices and key costs have a significant effect on our financial performance. The markets for most of these commodities are cyclical and are primarily affected by economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns.
The markets for most of these commodities are cyclical and are primarily affected by economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, trade policies, inventory levels in various distribution channels, and seasonal demand patterns. For further discussion of commodity price risk, refer to "Item 1A.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information concerning quantitative and qualitative disclosures about market risk is included under the captions "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. 52 Table of Contents
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information concerning quantitative and qualitative disclosures about market risk is included under the captions "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. 50 Table of Contents

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